Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (i) No consent from any Governmental Entity, including any Gaming Authority, is required to be made or obtained by it in connection with the execution, delivery and performance by such Party of its obligations under this Agreement and the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, except for (A) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entity. (ii) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, the expiration of related waiting periods and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in benefit payable or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Documents or (C) require any consent or approval under any such Law, Order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Sky or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Sky of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications and applications, notices withor the Agreement to Merge, and receipt of approvals or nonobjections fromas applicable, with the SEC, the state securities authorities and applicable securities exchanges, Regulatory Authorities; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Statement; (C) the filing of the Certificate certificate of Merger, merger with the OSS pursuant to the OGCL; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Shares in the Merger; and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Sky or of any of its Subsidiaries or to which it Sky or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Farmers or any of its subsidiaries in connection with the execution, delivery and or performance by such Party Farmers of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications or notices, as applicable, with and notices with, and receipt the approval of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, certain federal banking authorities; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Statement; (C) the filing of the Certificate certificates of Merger, merger with the OSS and the DSS pursuant to the OGCL and DGCL; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or "Blue Sky" laws of various states in connection with the issuance of Farmers Common Stock in the Merger; and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, Farmers is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory consents and shareholder approvals and other actions referred to in the preceding paragraph, the paragraphs 5.04(d) and (e) and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Farmers or of any of its Subsidiaries subsidiaries or to which it Farmers or any of its Subsidiaries subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or Code of Regulations (or similar governing documents) of Farmers or any of its Significant Subsidiaries’ Governing Documents subsidiaries, or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Buyer or any of its Subsidiaries in connection with the execution, delivery and delivery, or performance by such Party Buyer of its obligations under this Agreement or to consummate the contemplated transactions (including the Holdco Merger and the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and therebyBank Merger), except for (Ai) filings Regulatory Approvals; (ii) the Requisite Buyer Shareholder Approval, (iii) the approval of applications the Bank Merger and notices with, and receipt the Plan of approvals or nonobjections fromBank Merger by ▇▇▇▇▇, the SEC, sole shareholder of Buyer Bank; (iv) the state securities authorities filing and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under with the Securities ActSEC, (Cv) the approval of the listing on Nasdaq of the Buyer Share Issuance, (vi) the filing of the Articles of Merger with the Secretary of the Commonwealth of Massachusetts and the filing of a Certificate of Merger, Consolidation with the Secretary of the Commonwealth of Massachusetts and (Dvii) such filings the filing of the Articles of ▇▇▇▇▇▇ ▇▇▇▇▇▇ with applicable securities exchanges the Secretary of the Commonwealth of Massachusetts. To Buyer’s Knowledge as are necessary to obtain of the listing authorizations contemplated by date of this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval there is no fact or circumstance relating to Buyer that would reasonably be expected to result in any of the Restructuring by approvals set forth above and referred to in Section 7.01(b) not being received in order to permit consummation of the relevant court or other Governmental EntityMerger and Bank Merger on a timely basis. (iib) Subject to the receipt of the regulatory consents Requisite Buyer Shareholder Approval and approvals the receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph, paragraph and the expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery delivery, and performance of this Agreement by Buyer and Buyer Bank, as applicable, and the consummation of the transactions contemplated hereby by this Agreement do not and will not (Ai) constitute a breach or violation of, or a default under, the Articles of Organization or give rise to any Lien Bylaws (or any acceleration similar governing documents) of remedies, penalty, increase in benefit payable or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it Buyer or any of its Subsidiaries or Affiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or any of its Subsidiaries, or any of their respective properties is subject or boundassets or (iii) violate, (B) conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or violation ofan event which, with notice or lapse of time, or both, would constitute a default default) under, its result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Buyer or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require Affiliates under, any consent of the terms, conditions, or approval under provisions of any such Lawnote, Orderbond, governmental permit or mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which Buyer or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Buyer.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Mutual First or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Mutual First of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, Company Merger or the consummation by such Party of the transactions contemplated hereby and thereby, Bank Merger except for (A) the filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, referred to in Section 5.03(f)(i); (B) filing such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of the Registration Statement and the Joint Proxy Statement/Prospectus various states in connection with the SEC issuance of Mutual First Common Stock in the Company Merger; and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing receipt of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval approvals set forth in Section 7.01(b). As of the Restructuring by date hereof, Mutual First is not aware of any reason why the relevant court approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or material agreement, indenture or instrument of it Mutual First or of any of its Subsidiaries or to which it Mutual First or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or bylaws (or similar governing documents) of Mutual First or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, material agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it GLB or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party GLB and GLB Bank of its obligations under this Agreement and the other agreementsAgreement, documents and instruments to which such Party is or will be a partyrespectively, or to consummate the consummation by such Party of the transactions contemplated hereby and thereby, Transaction except for (A) filings of applications and or notices with, and receipt of approvals or nonobjections fromwaivers by, the SECFDIC, the state securities authorities Department and applicable securities exchangesthe Federal Reserve Board, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus filings with the SEC and declaration by state securities authorities, as applicable, in connection with the SEC submission of this Agreement for the approval of the effectiveness holders of GLB Common Stock and BVCC Common Stock and the Registration Statement under registration of BVCC Common Stock issuable in the Securities ActMerger, (C) the filing of the a Certificate of Merger, Merger with the Secretary of State of the State of Delaware pursuant to the DGCL with respect to the Merger and (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated approval and adoption of this Agreement by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, a BVCC Majority Vote and (G) approval a GLB Majority Vote. As of the Restructuring by date hereof, GLB is not aware of any reason why the relevant court approvals set forth above and referred to in Section 7.1(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.1(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, paragraph and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by GLB and the consummation of the transactions contemplated hereby Transaction do not and will not not, except as disclosed in Schedule 5.2(f) of the GLB Disclosure Schedule, (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it GLB or of any of its Subsidiaries or to which it GLB or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the GLB Certificate, the GLB Bylaws or any similar governing documents of its Significant Subsidiaries’ Governing Documents GLB's Subsidiaries or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it United or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party United of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications and notices withnotices, as applicable, with the federal and receipt of approvals or nonobjections from, the SEC, the state securities authorities banking and applicable securities exchanges, thrift authorities; (B) filing the adoption and approval by the shareholders of United of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Articles Amendment as contemplated hereby; (C) the filing and declaration of effectiveness of the Certificate of Merger, Registration Statement; (D) such filings the filing of applications or notices with applicable securities exchanges as are necessary the U.S. Department of Justice and Federal Trade Commission pursuant to obtain the listing authorizations contemplated by this Agreement, H-S-R Act; (E) the Gaming Approvals, if any, filing of a certificate of merger with the Delaware Secretary pursuant to the DGCL and the filing of articles of merger and the Articles Amendment with the West Virginia Secretary; (F) consents such filings as are required to be made or approvals as are required to be obtained under liquor licenses, if any, the securities or "Blue Sky" laws of various states in connection with the issuance of United Stock in the Merger; and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, United is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it United or of any of its Subsidiaries or to which it United or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the certificate of incorporation or by-laws (or similar governing documents) of United or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Salisbury or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party ▇▇▇▇▇▇▇▇▇ or Salisbury Bank of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyhereby, except for (Ai) filings of applications and applications, notices withor waiver requests, and receipt of consents, approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if anywaivers described in Section 4.08, and (Gii) the approval of the Restructuring this Agreement by the relevant court or other Governmental Entityrequisite affirmative vote of the holders of the outstanding shares of Salisbury Stock. As of the date hereof, ▇▇▇▇▇▇▇▇▇ has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (iib) Subject to receipt of the regulatory consents consents, approvals and approvals waivers and the making of the filings referred to in the preceding paragraph, and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by ▇▇▇▇▇▇▇▇▇ and Salisbury Bank, as applicable, and the consummation of the transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the charter or give rise to any Lien bylaws of Salisbury (or any acceleration of remedies, penalty, increase in benefit payable similar governing documents) or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or similar governing documents of any of its Subsidiaries, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Salisbury or any of its Subsidiaries, or any of its properties or assets, or (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, except as set forth in Salisbury Disclosure Schedule 3.08(b), accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Salisbury or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Salisbury or any of its Subsidiaries is a party, or by which it or any of its Subsidiaries properties or any assets may be bound or affected, except, in the case of their respective properties is subject clauses (ii) and (iii), for such violations, conflicts, breaches or bounddefaults which, (B) constitute either individually or in the aggregate, would not reasonably be expected to have a breach Material Adverse Effect on Salisbury or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Documents or (C) require any consent or approval under any such Law, Order, governmental permit or license, agreement, indenture or instrumentSalisbury Bank.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including any Gaming Authority, is Authority are required to be made or obtained by it CMS or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party CMS of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings of applications applications, notices and notices the Agreement to Merge with, or requests for approvals and receipt of approvals or nonobjections waivers from, the SECas applicable, the federal and state securities banking authorities and applicable securities exchanges, other Regulatory Authorities; (B) filing receipt of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, regulatory approvals set forth in Section 7.01(b); (C) the filing of the Certificate of Merger, Proxy Statement-Prospectus; (D) such filings the filing of the articles of merger with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, Delaware Secretary of State; and (E) the Gaming Approvals, if any, (F) consents required expiration or termination of any applicable waiting period under liquor licenses, if any, and (G) approval any applicable regulation. As of the Restructuring by date hereof, except as Previously Disclosed, CMS is not aware of any reason related to CMS or its Subsidiaries why the relevant court approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt of regulatory approvals, the regulatory CMS Stockholder Approval and third-party consents and approvals referred with respect to in the preceding paragraphMaterial Contracts as Previously Disclosed, the expiration of related certain regulatory waiting periods and required filings under federal and state securities lawsLaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Law, or any Order, governmental permit or license, license or agreement, indenture or instrument any Material Contract of it CMS or of any of its Subsidiaries or to which it CMS or any of its Subsidiaries or any of their respective properties is subject or boundbound except for any breach, violation, default, Lien, acceleration or right of termination which would not, individually or in the aggregate, result in a Material Adverse Effect, (B) constitute a breach or violation of, or a default under, its the CMS Articles or any of its Significant Subsidiaries’ Governing Documents the CMS Bylaws, or (C) require any consent or approval under any such Law, Order, governmental permit or license, agreement, indenture license or instrumentMaterial Contract.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it BVCC or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party BVCC of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and therebyTransaction, except for (A) filings of applications or notices with and notices with, and receipt of approvals or nonobjections from, waivers by the SEC, Federal Reserve Board to effect the state securities authorities and applicable securities exchanges, registration of BVCC as a bank holding company; (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus filings with the SEC and declaration by state securities authorities, as applicable, in connection with the SEC submission of this Agreement for the approval of the effectiveness holders of GLB Common Stock and BVCC Common Stock and the Registration Statement under registration of BVCC Common Stock issuable in the Securities Act, Merger; (C) the filing approval of the Certificate listing on the NYSE of the BVCC Common Stock to be issued in the Merger, (D) such filings the filing of a Certificate of Merger with applicable securities exchanges as are necessary the Secretary of State of the State of Delaware pursuant to obtain the listing authorizations contemplated by this Agreement, DGCL with respect to the Merger and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, approval and (G) approval adoption of this Agreement and the Transaction by a GLB Majority Vote and a BVCC Majority Vote. As of the Restructuring by date hereof, BVCC is not aware of any reason why the relevant court approvals set forth above and referred to in Section 7.1(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.1(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by BVCC and the consummation of the transactions contemplated hereby Transaction do not and will not not, except as disclosed in Schedule 5.3(f) of the BVCC Disclosure Schedule, (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it BVCC or of any of its Subsidiaries or to which it BVCC or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the BVCC Certificate, the BVCC bylaws or any similar governing documents of its Significant Subsidiaries’ Governing Documents BVCC's Subsidiaries or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including any Gaming Authority, is Authority are required to be made or obtained by it or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party it of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and therebyMerger, except for (A) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including applications and notices under the BHC Act, the Bank Merger Act and applications and notices to the Connecticut Department of Banking, (B) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and authorities, applicable securities exchangesexchanges and self-regulatory organizations, (BC) filing of the Registration Statement and the Joint Proxy StatementProxy/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (CD) the filing of the Certificate of Merger, Merger and (DE) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entity. (ii2) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, the expiration of related waiting periods and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in benefit payable or right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Documents or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (3) As of the date hereof, it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Regulatory Approvals; No Defaults. (ia) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it BHB or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party BHB or Bar Harbor Bank of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyhereby, except for (Ai) filings of applications and or notices with, and receipt of consents, approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration waivers by the SEC of the effectiveness of the Registration Statement under the Securities ActFRB and MBFI, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if anymay be required, and (Gii) the approval of the Restructuring this Agreement by the relevant court or other Governmental Entityrequisite affirmative vote of the holders of the outstanding shares of BHB Common Stock. As of the date hereof, BHB is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (iib) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by BHB, and the consummation of the transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the charter or give rise to any Lien Bylaws (or any acceleration similar governing documents) of remedies, penalty, increase in benefit payable or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it BHB or any of its Subsidiaries Subsidiaries, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BHB or any of its Subsidiaries, or any of their respective properties is subject or boundassets or (iii) violate, (B) conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or violation ofan event which, with notice or lapse of time, or both, would constitute a default default) under, its result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of BHB or any of its Significant Subsidiaries’ Governing Documents Subsidiaries under, any of the terms, conditions or (C) require provisions of any consent or approval under any such Lawnote, Orderbond, governmental permit or mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which BHB or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it the Acquiror or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party the Acquiror of its obligations under this Agreement or to consummate the Merger except for (A) the filing of applications and notices, as applicable, with the OTS, the NJBD and the other agreementsFDIC with respect to the Merger and the Subsidiary Combination; (B) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Merger (and related Acquiror Rights); (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of a certificate of merger with the Secretary of State of the State of New Jersey pursuant to the NJBCA; and (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Acquiror Common Stock in the Merger. As of the date hereof, documents and instruments the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to which such Party is or will be a party, or the permit consummation by such Party of the transactions contemplated hereby and thereby, except for (A) filings will not be received without the imposition of applications and notices with, and receipt of approvals a condition or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entityrequirement described in Section 7.01(b). (ii2) Subject to receipt of the regulatory consents approvals, and approvals expiration of the waiting periods, referred to in the preceding paragraph, paragraph and the expiration making of related waiting periods and all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument Contract of it the Acquiror or of any of its Subsidiaries or to which it the Acquiror or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the certificate of incorporation or by-laws (or similar governing documents) of the Acquiror or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is Third Party are required to be made or obtained by it the Company or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party the Company of its obligations under this Agreement and or in order to consummate the other agreementsTransaction, documents and instruments to which such Party is or will be a party, or the consummation by such Party except as set forth in Section 5.2(f)(i) of the transactions contemplated hereby Company Disclosure Schedule and thereby, except for (A) filings the filing of applications a premerger notification and notices withreport form under the HSR Act, and receipt the receipt, termination or expiration, as applicable, of approvals or nonobjections fromwaiting periods required under the HSR Act or any other applicable competition, the SECmerger control, the state securities authorities and applicable securities exchangesantitrust or similar Law, (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC of (1) a proxy statement relating to the adoption and declaration approval by the SEC holders of Class A Common Stock of this Agreement and the effectiveness of Merger (as amended or supplemented from time to time, the Registration Statement “Proxy Statement”) and (2) such reports under the Securities ActExchange Act as may be required in connection with this Agreement and the Transaction, (C) the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (D) such any filings with applicable securities exchanges as are necessary to obtain required under the listing authorizations contemplated by this Agreementrules and regulations of the New York Stock Exchange, and (E) the Gaming Approvalssuch other consents, if anyapprovals, (F) consents required under liquor licensesorders, if anyauthorizations, actions, registrations, declarations, and (Gfilings the failure of which to be obtained or made individually or in the aggregate is or would be immaterial. Section 5.2(f)(i) approval of the Restructuring by Company Disclosure Schedule sets forth each such consent, approval, waiver, or filing referred to in clauses (A) – (D) above and identifies the relevant court applicable Subsidiary (including the applicable state in which it operates) and applicable Governmental Authority. As of the date hereof, to the Company’s Knowledge there is no reason why the approvals set forth above and referred to in Section 7.1(b) will not be received in a timely manner and without the imposition of a condition, restriction, or other Governmental Entityrequirement of the type described in Section 7.1(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, paragraph and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby Transaction do not and will not (A) except as Previously Disclosed, constitute a material breach or violation of, or a default under, or require the consent, approval or authorization of, or notice to or filing with, any Third Party with respect to, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Law, or any OrderCompany Permit, governmental permit or license, or agreement, indenture or instrument of it the Company or of any of its Subsidiaries or to which it the Company or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Company Certificate, the Company Bylaws or similar governing documents of the Company’s Subsidiaries or (C) conflict with or result in any violation of any material Law binding upon or applicable to the Company or any of its Significant Subsidiaries’ Governing Documents or (C) require any consent or approval under any such Law, Order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, or notice to, or authorizations, permits or declarations of, any Governmental Entity, including Authority or with any Gaming Authority, is other Person are required to be made or obtained by it or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party it of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filing of notices, and expiration of the related waiting period, under the HSR Act, (B) filings of applications and notices with, and receipt of approvals or nonobjections from, the SECSEC and state securities authorities, the state securities authorities National Association of Securities Dealers, Inc. and applicable securities exchangesNasdaq, (BC) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement filings under the Securities Exchange Act, (CD) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entity. (ii2) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, the expiration of related waiting periods and required filings under federal and state securities laws, the The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under (or an event which with notice or lapse of time or both would become a default), result in any loss of any benefit under, or give rise to any Lien or Lien, any acceleration of remedies, remedies or any penalty, increase in any benefit payable or right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture indenture, note, mortgage, lease or other contract, commitment, agreement or instrument of it or of any of its Subsidiaries or to which it or any of its Subsidiaries or any of its or their respective properties is subject or bound, (B) conflict with, constitute a breach or violation of, or a default under, its Constituent Documents or those of any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) assuming that the regulatory consents, approvals, authorizations, permits and declarations described in Section 5.04(d)(1) have been obtained and all filings and notifications described in Section 5.04(d)(1) have been made and the expiration or termination of related waiting periods, conflict with, violate or require any consent or approval under any such Law, Order, governmental permit Law applicable to it or license, agreement, indenture its Subsidiaries or instrumentby which any of its or its Subsidiaries' property or assets is bound.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is Third Party are required to be made or obtained by it Purchaser or Sub in connection with the execution, delivery and or performance by such Party Purchaser and Sub of its obligations under this Agreement and the other agreements, documents and instruments to which such Party is or will be a partyAgreement, or in order to consummate the consummation by such Party of the transactions contemplated hereby and therebyTransaction, except for (A) filings the filing of applications a premerger notification and notices withreport form under the HSR Act, and receipt the receipt, termination or expiration, as applicable, of approvals or nonobjections fromwaiting periods required under the HSR Act or any other applicable competition, the SECmerger control, the state securities authorities and applicable securities exchangesantitrust or similar law or regulation, (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement such reports under the Securities ActExchange Act as may be required in connection with this Agreement and the Transaction, (C) the filing of the Certificate of Merger, Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business and (D) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings with applicable securities exchanges as are necessary the failure of which to obtain be obtained or made individually or in the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval aggregate is or would be immaterial. As of the Restructuring by date hereof, neither Purchaser nor Sub is aware of any reason why the relevant court approvals set forth above and referred to in Section 7.1(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.1(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by Purchaser and Sub, respectively, and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or require the consent, approval or authorization of, or notice to or filing with, any Third Party with respect to or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it Purchaser or of any of its Subsidiaries Sub or to which it Purchaser or any of its Subsidiaries Sub or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the certificate of incorporation or any bylaws of its Significant Subsidiaries’ Governing Documents Purchaser or Sub or (C) require conflict with or result in any consent violation of any Law binding upon or approval under any such Law, Order, governmental permit applicable to Purchaser or license, agreement, indenture or instrumentSub.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, any governmental or regulatory authority, agency, court, commission or other entity, domestic or foreign (“Governmental Entity”), including or with any Gaming Authority, is third party are required to be made or obtained by it or any of its subsidiaries in connection with the execution, delivery and or performance by such Party it of its obligations under this Agreement and the other agreements, documents and instruments Plan or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyhereby, except for (A) filings and approvals of applications with and notices with, by federal and receipt of approvals or nonobjections from, the SEC, the state securities banking authorities and applicable securities exchangesas Previously Disclosed, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus filings with the SEC Securities and declaration by the SEC of the effectiveness of the Registration Statement under the Securities ActExchange Commission (“SEC”) and state securities authorities, (C) the filing of the Certificate of Mergershareholder approval described in Section 4.3(e)(3), (D) such filings the filing of a certificate of merger with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this AgreementDepartment of State of the State of New York and the filing of a certificate of merger with the Secretary of State of the State of Delaware, (E) the Gaming Approvalsexecution and delivery by Parent, if anythe Company and the relevant trustees or agents, as applicable, of notices, agreements, supplemental indentures and other relevant documents under the provisions of (x) the Warrants, (y) the Company’s trust preferred securities instruments and (z) the Company’s and its subsidiaries’ debt indentures, in each case, as set forth on Section 5.14 of the Company’s Disclosure Letter and (F) consents required under liquor licenses, if any, and (G) approval the filing with NASDAQ of a notification of the Restructuring by listing on NASDAQ, subject to official notice of issuance, of the relevant court or other Governmental Entityshares of Parent Common Stock to be issued in the Merger. (ii2) Subject to receipt of the regulatory consents approvals and approvals completion of the other matters referred to in clauses (A) through (F) of the preceding paragraph, paragraph (the “Regulatory Approvals”) and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement Plan and the consummation of the transactions contemplated hereby do not and will not not: (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable or any right of termination underor the loss of any benefit under (i) any law, statute, code, ordinance, rule or regulation, judgment, decree, order, award, writ or injunction issued, promulgated or entered into by or with any Governmental Entity applicable Lawto it or any of its subsidiaries or any of their respective properties, rights or assets, or any Order(ii) material agreement, governmental indenture, license, lease, permit or license, other instrument or agreement, indenture or instrument obligation of it or of any of its Subsidiaries subsidiaries or to which it or any of its Subsidiaries subsidiaries or properties is subject or bound; (B) require any consent or approval under any such law, statute, code, ordinance, rule, regulation, judgment, decree, order, award, writ or injunction issued, promulgated or entered into by or with any Governmental Entity applicable to it or any of its subsidiaries or any of their respective properties is subject properties, rights or boundassets or material agreement, indenture, license, lease, permit or other instrument or obligation; or (BC) constitute a breach or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Documents or the Governing Documents of its subsidiaries. (C3) require As of the date hereof, it (A) knows of no reason why (i) all Regulatory Approvals from any consent Governmental Entity required for the consummation of the transactions contemplated by this Plan should not be obtained on a timely basis or approval (ii) the opinion of tax counsel referred to, in the case of Parent, in Section 6.2(c) and, in the case of the Company, in Section 6.3(c) should not be obtained on a timely basis and (B) has no reason to believe that the Merger will fail to qualify as a reorganization under any such Law, Order, governmental permit or license, agreement, indenture or instrumentSection 368(a) of the Internal Revenue Code.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Peoples or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Peoples of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) the filings of applications applications, waivers or notices and notices withthe Agreement to Merge, and receipt of approvals or nonobjections fromas applicable, with Regulatory Authorities to approve the SEC, transactions contemplated by the state securities authorities and applicable securities exchangesAgreement, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of MergerRegistration Statement, (C) NB&T Financial Shareholder Adoption and Peoples Shareholder Adoption, (D) such filings the filing of the certificate of merger with applicable securities exchanges as are necessary the OSS pursuant to obtain the listing authorizations contemplated by this AgreementOGCL, and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, Peoples is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory consents and approvals referred to noted in the preceding paragraph, Section 5.03(f)(i) and the expiration of related regulatory waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute result in a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Peoples or of any of its Subsidiaries or to which it Peoples or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Peoples Articles or any of its Significant Subsidiaries’ Governing Documents Peoples Regulations, or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Sky or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Sky of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications and applications, notices withor the Agreement to Merge, and receipt of approvals or nonobjections fromas applicable, with the SEC, the state securities authorities and applicable securities exchanges, Regulatory Authorities; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Statement; (C) the filing of the Certificate certificate of Merger, merger with the OSS pursuant to the OGCL; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or “Blue Sky” laws of various states in connection with the issuance of Sky Common Shares in the Merger; and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, Sky has no knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Sky or of any of its Subsidiaries or to which it Sky or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Parent or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Parent, Parent Bank or Parent Sub of its obligations under this Agreement and or the other agreementsBank Merger Agreement, documents and instruments to which such Party is or will be a partyas applicable, or to consummate the consummation by such Party of the transactions contemplated hereby and therebyTransactions, except for (A) filings of applications and or notices with, and receipt of approvals or nonobjections fromwaivers by, the SECFederal Reserve Board, the state securities authorities OCC, the Maine Superintendent and applicable securities exchangesthe Connecticut Bank Commissioner, (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus a Certificate of Merger with the SEC and declaration by the SEC Secretary of State of the effectiveness State of Delaware pursuant to the Registration Statement under the Securities Act, DGCL and (C) the filing such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the Certificate of foregoing federal and state banking agencies in connection with the Bank Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval . As of the Restructuring by date hereof, Parent is not aware of any reason why the relevant court approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals and approvals filings referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Parent Bank and Parent Sub, as applicable, and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Parent or of any of its Subsidiaries or to which it Parent or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or bylaws (or similar governing documents) of Parent or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or any Gaming Authority, is third party are required to be made or obtained by it Acquirer or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Acquirer of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and thereby, except for for: (A) any required filings of applications or notices with the FRB and notices with, the DFI; (B) filings with the SEC and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing the approval of the Registration Statement listing on the NYSE of Acquirer Common Stock to be issued in the Merger; and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate agreement of Merger, (D) such filings with applicable securities exchanges merger and the certificate of merger as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval in Section 2.01(b). As of the Restructuring by date hereof, Acquirer is not aware of any reason why the relevant court or other Governmental Entityapprovals set forth in Section 7.01(b) will not be received. (ii) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, paragraph and the expiration of related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not not: (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Acquirer or of any of its Subsidiaries or to which it Acquirer or any of its Subsidiaries or any of their respective properties is subject or bound, ; (B) constitute a breach or violation of, or a default under, its the certificate of incorporation or by-laws (or similar governing documents) of Acquirer or any of its Significant Subsidiaries’ Governing Documents or ; or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Sky or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Sky of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications and applications, notices withor the Agreement to Merge, and receipt of approvals or nonobjections fromas applicable, with the SEC, the state securities authorities and applicable securities exchanges, Regulatory Authorities; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Statement; (C) the filing of the Certificate certificate of Merger, merger with the OSS pursuant to the OGCL; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Shares in the Merger; and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, Sky has no knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Sky or of any of its Subsidiaries or to which it Sky or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it in connection with the execution, delivery and delivery, or performance by such Party Buyer of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or contemplated transactions (including the consummation by such Party of the transactions contemplated hereby and therebyBank Merger), except for (Ai) filings of applications Regulatory Approvals; (ii) the filing and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under with the Securities ActSEC, and (Ciii) the approval of the listing on Nasdaq of the Buyer Share Issuance, and (iv) the filings of the Articles of Merger and the Articles of Bank Merger with the Secretary of the Commonwealth of Massachusetts and the filing of the a Certificate of Merger, (D) such filings Consolidation with applicable securities exchanges the Commissioner. To Buyer’s Knowledge as are necessary to obtain of the listing authorizations contemplated by date of this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval there is no fact or circumstance relating to Buyer that would reasonably be expected to result in any of the Restructuring by approvals set forth above and referred to in Section 7.01(b) not being received in order to permit consummation of the relevant court or other Governmental EntityMerger and Bank Merger on a timely basis. (iib) Subject to receipt the receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the immediately preceding paragraph, paragraph and the expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery delivery, and performance of this Agreement by Buyer and Buyer Bank, as applicable, and the consummation of the transactions contemplated hereby by this Agreement do not and will not (Ai) constitute a breach or violation of, or a default under, the Articles of Organization or give rise to any Lien Bylaws (or any acceleration similar governing documents) of remedies, penalty, increase in benefit payable or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it Buyer or any of its Subsidiaries or Affiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or any of its Subsidiaries, or any of their respective properties is subject or boundassets or (iii) violate, (B) conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or violation ofan event which, with notice or lapse of time, or both, would constitute a default default) under, its result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Buyer or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require Affiliates under, any consent of the terms, conditions, or approval under provisions of any such Lawnote, Orderbond, governmental permit or mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which Buyer or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Buyer.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it City or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party City of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications applications, notices, this Agreement and notices withthe Agreement to Merge, as applicable, with the federal and receipt of approvals or nonobjections from, state banking authorities to approve the SEC, the state securities authorities and applicable securities exchanges, transactions contemplated by this Agreement; (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate certificate of Merger, (D) such filings merger with applicable securities exchanges as are necessary the WVSS pursuant to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, WVBCA; and (GC) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, City is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) As of the date hereof, City is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (iii) Subject to receipt of the regulatory consents approvals set forth in Section 7.01(b) and approvals referred to in the preceding paragraph, the expiration of related regulatory waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute result in a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination underunder any law, any applicable Law, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it City or of any of its Subsidiaries or to which it City or any of its Subsidiaries or any of their respective properties is subject or bound, ; (B) constitute a breach or violation of, or a default under, its the City Articles or any of its Significant Subsidiaries’ Governing Documents City Bylaws; or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including any Gaming Authority, is Authority are required to be made or obtained by it FBMS or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party FBMS of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyby this Agreement, including the Bank Merger, except for (Ai) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchangesRegulatory Approvals, (Bii) the filing with the SEC of the Proxy Statement – Prospectus and the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC filing and declaration by the SEC of the effectiveness of the Registration Statement under the Securities ActStatement, (Ciii) the filing of the Certificate Articles of MergerMerger contemplated by Section 1.04(a) and the filing of documents with the FRB, the OCC, applicable state banking agencies, and the Secretary of State of the State of Georgia to cause the Bank Merger to become effective, (Div) such other filings and reports as required pursuant to the Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the NASDAQ and (vi) such filings with applicable securities exchanges and approvals as are necessary required to obtain be made or obtained under the listing authorizations contemplated by securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FBMS Common Stock pursuant to this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, Agreement and (G) approval of listing of such FBMS Common Stock on the Restructuring by the relevant court or other Governmental Entity. (ii) NASDAQ. Subject to the receipt of the regulatory consents and approvals referred to in the preceding paragraph, the expiration of related waiting periods and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by FBMS do not and will not not, (A1) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration the articles of remedies, penalty, increase in benefit payable or right incorporation and bylaws of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it FBMS or any of its Subsidiaries Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to FBMS or any of its Subsidiaries, or any of their respective properties is subject or boundassets, (B3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or violation ofan event which, with notice or lapse of time, or both, would constitute a default default) under, its result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of FBMS or any of its Significant Subsidiaries’ Governing Documents Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which FBMS or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, or (C4) require any the consent or approval of any third party or Governmental Authority under any such Law, Orderrule or regulation or any judgment, governmental permit or decree, order permit, license, credit agreements, indenture, loan, note, bond, mortgage, reciprocal easement agreement, indenture lease, instrument, concession, contract, franchise, agreement or instrumentother instrument or obligation except with regard to clauses (2)-(4), as would not reasonably be expected to have a Material Adverse Effect on FBMS. As of the date hereof, FBMS has no Knowledge of any reason, with respect to FBMS, (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it the Acquiror or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party the Acquiror of its obligations under this Agreement or the Stock Option Agreement or to consummate the Merger or the other transactions contemplated hereby except for (A) the filing of applications and notices, as applicable, with the Federal Reserve System and the other agreementsNCCOB with respect to the Merger; (B) the filing of a notification, documents and instruments expiration of the related waiting period under the HSR Act, (C) approval of the listing on the NYSE of the Acquiror Common Stock to which be issued in the Merger; (D) the filing and declaration of effectiveness by the SEC of the Registration Statement; (E) the filing of articles of merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA; (F) approval by the Minister of Finance and the Office of the Superintendent of Financial Institutions under the Bank Act (Canada), and (G) such Party filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Acquiror Common Stock in the Merger. As of the date hereof, the Acquiror is or will be a party, or not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation by such Party of the transactions contemplated hereby and thereby, except for (A) filings will not be received without the imposition of applications and notices with, and receipt of approvals a condition or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entityrequirement described in Section 7.01(b). (ii2) Subject to receipt of the regulatory consents approvals, and approvals expiration of the waiting periods, referred to in the preceding paragraph, paragraph and the expiration making of related waiting periods and all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument Contract of it the Acquiror or of any of its Subsidiaries or to which it the Acquiror or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or by-laws (or similar governing documents) of the Acquiror or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from Except as Previously Disclosed, no consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or any Gaming Authority, is third party are required to be made or obtained by it Seller in connection with the execution, delivery and or performance by such Party Seller of its obligations under this Agreement and the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of Seller Option Agreement or to consummate the transactions contemplated hereby and thereby, except for for: (A) any required filings of applications or notices with the FRB and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, DFI; (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus filings with the SEC and declaration state securities authorities; (C) the approval of this Agreement by the SEC shareholders of the effectiveness of the Registration Statement under the Securities Act, Seller; and (CD) the filing of the Certificate agreement of Merger, (D) such filings with applicable securities exchanges merger and the certificate of merger as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval in Section 2.01(b). As of the Restructuring by date hereof, Seller has not been notified to the relevant court or other Governmental Entityeffect that the approvals set forth in Section 7.01(b) will not be received. (ii) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, and the expiration of related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Seller Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not not: (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, arrangement, understanding, indenture or instrument of it Seller or of any of its Subsidiaries or to which it Seller or any of its Subsidiaries or any of their respective properties is subject or bound, , (B) constitute a breach or violation of, or a default under, its the Seller Articles or the Seller By-Laws or the certificate of incorporation or by-laws (or similar governing documents) of any of its Significant Seller's Subsidiaries’ Governing Documents or , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, arrangement, understanding, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Sky or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Sky of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications applications, notices or the Agreement to Merge, as applicable, with the federal and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, banking authorities; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Statement; (C) the filing filings of the Certificate certificate of Merger, merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Sky or of any of its Subsidiaries or to which it Sky or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Parent or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Parent and the Parent Bank of its obligations under this Agreement and the other agreementsBank Merger Agreement, documents and instruments to which such Party is or will be a partyas applicable, or to consummate the consummation by such Party of the transactions contemplated hereby and therebyTransactions, except for (A) filings of applications or notices with and notices with, and receipt of approvals or nonobjections fromwaivers by the Federal Reserve Board, the SECOCC, the state securities authorities Connecticut Bank Commissioner and applicable securities exchangesthe Maine Superintendent, as required, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus filings with the SEC and declaration by state securities authorities, as applicable, in connection with the SEC submission of this Agreement for the approval of the effectiveness holders of Company Common Stock and the Registration Statement under issuance of Parent Common Stock in the Securities ActMerger, (C) the filing approval of the Certificate listing on Nasdaq of the Parent Common Stock to be issued in the Merger, (D) such filings the filing of Articles of Merger with applicable securities exchanges as are necessary the Secretary of State of the State of Maine pursuant to obtain the listing authorizations contemplated by this Agreement, MBCA and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and (E) the Gaming Approvalssuch corporate approvals and such consents or approvals of, if anyor waivers by, (F) consents required under liquor licensesor filings or registrations with, if any, and (G) approval certain of the Restructuring by foregoing federal and state banking agencies in connection with the relevant court Bank Merger. As of the date hereof, Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent and the Parent Bank, as applicable, and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Parent or of any of its Subsidiaries or to which it Parent or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or bylaws (or similar governing documents) of Parent or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Customers or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Customers of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings of applications applications, notices and notices the Agreement to Merge with, or requests for approvals and receipt of approvals or nonobjections waivers from, the SECas applicable, the federal and state securities banking authorities and applicable securities exchanges, other Regulatory Authorities; (B) filing receipt of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, regulatory approvals set forth in Section 7.01(b); (C) filings with state and federal securities authorities; (D) the filing of the Certificate articles of Merger, (D) such filings merger with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, Department of State of the Commonwealth of Pennsylvania; (E) the Gaming Approvals, if any, expiration or termination of any applicable waiting period under any applicable regulation; (F) consents such filings as are required to be made or approvals as are required to be obtained under liquor licenses, if any, the securities or “Blue Sky” Laws of various states in connection with the issuance of Customers Common Stock in the Parent Merger; and (G) approval the third-party consents set forth on the Customers Disclosure Schedule under Section 5.03(f)(i). Neither Customers nor any of its Subsidiaries has any reason to believe that any regulatory approvals required from any Regulatory Authorities in connection with the Restructuring transactions contemplated by this Agreement will not be received, and received without imposition of conditions that violate the relevant court or other Governmental Entityprovisions of Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities lawsLaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture indenture, instrument or instrument material contract of it Customers or of any of its Subsidiaries or to which it Customers or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Articles of Incorporation or Bylaws (or similar governing documents) of Customers or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Law, Order, governmental permit or license, agreement, indenture indenture, instrument or instrumentmaterial contract.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Washington Federal or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Washington Federal of its obligations under this Agreement and the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party WFS of the transactions contemplated hereby and therebyBank Merger Agreement or to consummate the Transaction, except for (A) filings of applications or notices with and notices with, and receipt of approvals or nonobjections fromwaivers by the FRB, the SECFDIC, the state securities authorities OTS and applicable securities exchangesthe Department, as required, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus filings with the SEC and declaration by state securities authorities, as applicable, in connection with the SEC submission of this Agreement for the approval of the effectiveness holders of First Mutual Common Stock and the Registration Statement under issuance of Washington Federal Common Stock in the Securities ActMerger, (C) the filing approval of the Certificate listing on Nasdaq of Merger, the Washington Federal Common Stock to be issued in the Merger and (D) such filings the filing of Articles of Merger with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval Secretary of State of the Restructuring by State of Washington and the relevant court Department pursuant to the WBCA and the RCW and the filing of Articles of Combination with the OTS pursuant to OTS regulations. As of the date hereof, Washington Federal is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by Washington Federal, the Bank Merger Agreement by WFS and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, code, ordinance, rule or regulation or any Orderjudgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of it Washington Federal or of any of its Subsidiaries or to which it Washington Federal or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or bylaws (or similar governing documents) of Washington Federal or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require any consent or approval under any such Lawlaw, Ordercode, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it QBT in connection with the execution, delivery and or performance by such Party QBT of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyhereby, except for (Ai) filings of applications and or notices with, and receipt of consents, approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration waivers by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if anyCTDOB and FDIC, and (Gii) the approval of the Restructuring this Agreement by the relevant court or other Governmental Entityrequisite affirmative vote of the holders of two-thirds of the outstanding shares of QBT Stock. As of the date hereof, QBT is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (iib) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by QBT, as applicable, and the consummation of the transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the Certificate of Incorporation or give rise Bylaws (or similar governing documents) of QBT, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to any Lien QBT, or any acceleration of remediesits properties or assets or (iii) violate, penaltyconflict with, increase result in a breach of any provision of or the loss of any benefit payable under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien upon any of the properties or assets of QBT under, any applicable Lawof the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which QBT is a party, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to by which it or any of its Subsidiaries properties or any of their respective properties is subject assets may be bound or bound, (B) constitute a breach or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Documents or (C) require any consent or approval under any such Law, Order, governmental permit or license, agreement, indenture or instrumentaffected.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it First Mutual or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party First Mutual of its obligations under this Agreement and by FMB of the other agreements, documents and instruments to which such Party is or will be a partyBank Merger Agreement, or to consummate the consummation by such Party of the transactions contemplated hereby Transaction, except as Previously Disclosed and thereby, except for (A) filings of applications and or notices with, and receipt of approvals or nonobjections fromwaivers by, the SECFRB, the state securities authorities FDIC, the OTS and applicable securities exchangesthe Department, as required, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus filings with the SEC and declaration by state securities authorities, as applicable, in connection with the SEC submission of this Agreement for the approval of the effectiveness holders of First Mutual Common Stock and the Registration Statement under issuance of Washington Federal Common Stock in the Securities ActMerger, (C) the filing of Articles of Merger with the Certificate Secretary of Merger, State of the State of Washington and the Department pursuant to the WBCA and the RCW and the filing of Articles of Combination with the OTS pursuant to OTS regulations and (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring this Agreement by the relevant court holders of the outstanding shares of First Mutual Common Stock. As of the date hereof, First Mutual is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, paragraph and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by First Mutual, the Bank Merger Agreement by FMB and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, code, ordinance, rule or regulation or any Orderjudgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of it First Mutual or of any of its Subsidiaries or to which it First Mutual or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or bylaws (or similar governing documents) of First Mutual or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require any consent or approval under any such Lawlaw, Ordercode, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, or notice to, or authorizations, permits or declarations of, any Governmental Entity, including Authority or with any Gaming Authority, is other Person are required to be made or obtained by it or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party it of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filing of notices, and expiration of the related waiting period, under the HSR Act, (B) filings of applications and notices with, and receipt of approvals or nonobjections from, the SECSEC and state securities authorities, the state securities authorities National Association of Securities Dealers, Inc. and applicable securities exchangesNasdaq, (BD) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement filings under the Securities Act and the Exchange Act, (CE) receipt of the applicable stockholder approvals described in Sections 5.03(f) and 6.01(e), and (F) the filing of the Certificate Certificates of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entity. (ii2) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, the expiration of related waiting periods and required filings under federal and state securities laws, the The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under (or an event which with notice or lapse of time or both would become a default), result in any loss of any benefit under, or give rise to any Lien or Lien, any acceleration of remedies, remedies or any penalty, increase in any benefit payable or right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture indenture, note, mortgage, lease or other contract, commitment, agreement or instrument of to which it or of any of its Subsidiaries or to which it or any of its Subsidiaries or any of its or their respective properties is subject or bound, (B) conflict with, constitute a breach or violation of, or a default under, its Constituent Documents or those of any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) assuming that the regulatory consents, approvals, authorizations, permits and declarations described in Section 5.03(g)(1) have been obtained and all filings and notifications described in Section 5.03(g)(1) have been made and the expiration or termination of related waiting periods, conflict with, violate or require any consent or approval under any such LawLaw applicable to it or its Subsidiaries or by which any of its or its Subsidiaries' property or assets is bound. (3) As of the date hereof, Order, governmental it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit or license, agreement, indenture or instrumentconsummation of the Mergers.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including any Gaming Authority, is Authority are required to be made or obtained by it or Merger Sub in connection with the execution, delivery and or performance by such Party it and Merger Sub of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and therebyMerger, except for (A) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including applications and notices under the BHC Act, the Bank Merger Act and applications and notices to the Connecticut Department of Banking, (B) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and authorities, applicable securities exchangesexchanges and self-regulatory organizations, (BC) filing of the Registration Statement and the Joint Proxy StatementProxy/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (CD) the filing of the Certificate of Merger, Merger and (DE) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entity. (ii2) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, the expiration of related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in benefit payable or right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries Merger Sub or to which it or any of its Subsidiaries Merger Sub or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its or any of its Significant Subsidiaries’ Merger Sub’s Governing Documents or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (3) As of the date hereof, it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Regulatory Approvals; No Defaults. (ia) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it WFD or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party WFD or Westfield Bank of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyhereby, except for (Ai) filings of applications and or notices with, and receipt of consents, approvals or nonobjections from, waivers by the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement FRB and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities ActOCC, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if anymay be required, and (Gii) the approval of the Restructuring this Agreement by the relevant court or other Governmental Entityrequisite affirmative vote of the holders of the outstanding shares of WFD Common Stock. As of the date hereof, WFD is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (iib) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by WFD, and the consummation of the transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the charter or give rise to any Lien Bylaws (or any acceleration similar governing documents) of remedies, penalty, increase in benefit payable or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it WFD or any of its Subsidiaries Subsidiaries, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to WFD or any of its Subsidiaries, or any of their respective properties is subject or boundassets or (iii) violate, (B) conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or violation ofan event which, with notice or lapse of time, or both, would constitute a default default) under, its result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of WFD or any of its Significant Subsidiaries’ Governing Documents Subsidiaries under, any of the terms, conditions or (C) require provisions of any consent or approval under any such Lawnote, Orderbond, governmental permit or mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which WFD or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including any Gaming Authority, is Self-Regulatory Organization or with any third party are required to be made or obtained by it the Acquiror or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party the Acquiror and MergerCo of its obligations under this Agreement and the other agreements, documents and instruments to which such Party is or will be a partyAgreement, or to consummate the consummation by such Party of the transactions contemplated hereby and therebyMerger, except for (A) those required under the HSR Act; (B) filings of applications and or notices with, and receipt of approvals or nonobjections fromwith the CSE, the SEC, the state NASD and other Previously Disclosed securities authorities and applicable securities exchanges, licensing or supervising authorities; (BC) filing approval of the Registration Statement CSE and consents of national securities exchanges for the Joint Proxy Statement/Prospectus with transfer of ownership of seats or membership; (D) the SEC filing and declaration by the SEC of the effectiveness of the Registration Statement under Statement; (E) approval of the Securities Act, listing on the NASDAQ/NMS of the shares of Acquiror Common Stock to be issued as Merger Consideration; and (CF) the filing of Articles of Merger with the Certificate Secretary of MergerState of the State of Minnesota pursuant to the MBCA. As of the date hereof, (D) such filings with applicable securities exchanges as are the Acquiror is not aware of any reason why the approvals of all Governmental Authorities or Self-Regulatory Organizations necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval permit consummation of the Restructuring by the relevant court or other Governmental Entitytransactions contemplated hereby will not be received. (ii2) Subject only to receipt of the regulatory consents and approvals referred to in the preceding paragraphSection 4.4(d)(1), the expiration of related applicable waiting periods and the making of all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination (with or without the giving of notice, passage of time or both) under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental or nongovernmental permit or license, or agreement, indenture or instrument Contract of it the Acquiror or of any of its Subsidiaries or to which it the Acquiror or any of its Subsidiaries or any of its or their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or bylaws (or similar governing documents) of the Acquiror or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Approvals; No Defaults. (ia) No consent from Except as disclosed on LSBG Disclosure Schedule 3.07, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it LSBG or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party LSBG or Lake Sunapee Bank of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyhereby, except for (Ai) filings of applications and or notices with, and receipt of consents, approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration waivers by the SEC of the effectiveness of the Registration Statement under the Securities ActOCC, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if anymay be required, and (Gii) the approval of the Restructuring this Agreement by the relevant court or other Governmental Entityrequisite affirmative vote of the holders of the outstanding shares of LSBG Common Stock. As of the date hereof, LSBG is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (iib) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by LSBG, as applicable, and the consummation of the transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the charter or give rise to any Lien Bylaws (or similar governing documents) of LSBG or any acceleration of remediesits Subsidiaries, penalty(ii) violate any statute, increase code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to LSBG or any of its Subsidiaries, or any of their properties or assets or (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit payable under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, any applicable Lawaccelerate the performance required by, or any Order, governmental permit or license, or agreement, indenture or instrument of it or result in the creation of any Lien upon any of its Subsidiaries the respective properties or to which it assets of LSBG or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which LSBG or any of its Subsidiaries is a party, or by which they or any of their respective properties is subject or bound, (B) constitute a breach assets may be bound or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Documents or (C) require any consent or approval under any such Law, Order, governmental permit or license, agreement, indenture or instrumentaffected.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, or notice to, or authorizations, permits or declarations of, any Governmental Entity, including Authority or with any Gaming Authority, is other Person are required to be made or obtained by it or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party it of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filing of notices, and expiration of the related waiting period, under the HSR Act, (B) filings of applications and notices with, and receipt of approvals or nonobjections from, the SECSEC and state securities authorities, the state securities authorities National Association of Securities Dealers, Inc. and applicable securities exchangesNasdaq, (BC) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement filings under the Securities Exchange Act, (CD) receipt of the CIMA Stockholder Approval and (E) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entity. (ii2) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, the expiration of related waiting periods and required filings under federal and state securities laws, the The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under (or an event which with notice or lapse of time or both would become a default), result in any loss of any benefit under, or give rise to any Lien or Lien, any acceleration of remedies, remedies or any penalty, increase in any benefit payable or right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture indenture, note, mortgage, lease or other contract, commitment, agreement or instrument of to which it or of any of its Subsidiaries or to which it its or any of its Subsidiaries or any of their respective properties is subject or bound, (B) conflict with, constitute a breach or violation of, or a default under, its Constituent Documents or those of any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) assuming that the regulatory consents, approvals, authorizations, permits and declarations described in Section 5.03(g)(1) have been obtained and all filings and notifications described in Section 5.03(g)(1) have been made and the expiration or termination of related waiting periods, conflict with, violate or require any consent or approval under any such LawLaw applicable to it or its Subsidiaries or by which any of its or its Subsidiaries' property or assets is bound. (3) As of the date hereof, Order, governmental it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit or license, agreement, indenture or instrumentconsummation of the Merger.

Regulatory Approvals; No Defaults. (ia) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it E▇▇▇▇ or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party E▇▇▇▇ or E▇▇▇▇ Bank of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyhereby, except for (Ai) filings of applications and applications, notices withor waiver requests, and receipt of consents, approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if anywaivers described in Section 4.08(b), and (Gii) the approval of the Restructuring this Agreement by the relevant court or other Governmental Entityrequisite affirmative vote of the holders of the outstanding shares of E▇▇▇▇ Stock. As of the date hereof, E▇▇▇▇ has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (iib) Subject to receipt of the regulatory consents consents, approvals and approvals waivers and the making of the filings referred to in the preceding paragraph, and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by E▇▇▇▇ and E▇▇▇▇ Bank, as applicable, and the consummation of the transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of E▇▇▇▇ (or give rise to any Lien similar governing documents) or any acceleration of remedies, penalty, increase in benefit payable or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or similar governing documents of any of its Subsidiaries, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to E▇▇▇▇ or any of its Subsidiaries, or any of its properties or assets, or (iii) except as set forth in E▇▇▇▇ Disclosure Schedule 3.08(b), violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of E▇▇▇▇ or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Evans or any of its Subsidiaries is a party, or by which it or any of its Subsidiaries properties or any assets may be bound or affected, except, in the case of their respective properties is subject clauses (ii) and (iii), for such violations, conflicts, breaches, defaults or boundtermination or cancellation rights which, (B) constitute either individually or in the aggregate, would not reasonably be expected to have a breach Material Adverse Effect on E▇▇▇▇ or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Documents or (C) require any consent or approval under any such Law, Order, governmental permit or license, agreement, indenture or instrumentE▇▇▇▇ Bank.

Regulatory Approvals; No Defaults. (ia) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it BWFG or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party BWFG or Bank of its obligations under this Agreement and the other agreements, documents and instruments to which such Party is or will be a partyAgreement, or the consummation by such Party of to consummate the transactions contemplated hereby and therebyhereby, except for (A) filings of applications and or notices with, and receipt of consents, approvals or nonobjections fromwaivers by, the SECFRB, the state securities authorities FDIC and applicable securities exchangesthe CTDOB, (B) filing as may be required. As of the Registration Statement and date hereof, BWFG is not aware of any reason why the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entityapprovals set forth above will not be received in a timely manner. (iib) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by BWFG, and the consummation of the transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the charter or give rise to any Lien bylaws (or any acceleration similar governing documents) of remedies, penalty, increase in benefit payable or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it BWFG or any of its Subsidiaries Subsidiaries, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BWFG or any of its Subsidiaries, or any of their respective properties is subject or boundassets or (iii) violate, (B) conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or violation ofan event which, with notice or lapse of time, or both, would constitute a default default) under, its result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien upon any of the respective properties or assets of BWFG or any of its Significant Subsidiaries’ Governing Documents Subsidiaries under, any of the terms, conditions or (C) require provisions of any consent or approval under any such Lawnote, Orderbond, governmental permit or mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which BWFG or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it the Company or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party the Company and the Company Bank of its obligations under this Agreement and the other agreementsBank Merger Agreement, documents and instruments to which such Party is or will be a partyrespectively, or to consummate the consummation by such Party of the transactions contemplated hereby and therebyTransactions, except for (A) filings of applications and or notices with, and receipt of approvals or nonobjections fromwaivers by, the SECFederal Reserve Board, the state securities authorities OCC, the Maine Superintendent and applicable securities exchangesthe Connecticut Bank Commissioner, (B) the filing of the Registration Proxy Statement and the Joint Proxy Statement/Prospectus with the SEC form of proxy with, and declaration by the SEC clearance of the effectiveness of same by, the Registration Statement under the Securities ActSEC, (C) the filing of the a Certificate of MergerMerger with the Secretary of State of the State of Delaware pursuant to the DGCL, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated approval of this Agreement by this Agreement, the holders of a majority of the outstanding shares of Company Common Stock and (E) the Gaming Approvalssuch corporate approvals and such consents or approvals of, if anyor waivers by, (F) consents required under liquor licensesor filings or registrations with, if any, and (G) approval certain of the Restructuring by foregoing federal and state banking agencies in connection with the relevant court Bank Merger. As of the date hereof, the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals and approvals filings referred to in the preceding paragraph, and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by the Company and the Company Bank, as applicable, and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it the Company or of any of its Subsidiaries or to which it the Company or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or bylaws (or similar governing documents) of the Company or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, any governmental or regulatory authority, agency, court, commission or other entity, domestic or foreign (“Governmental Entity, including ”) or with any Gaming Authority, is third party are required to be made or obtained by it or any of its subsidiaries in connection with the execution, delivery and or performance by such Party it of its obligations under this Agreement and Plan or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings and approvals of applications with and notices with, by federal and receipt of approvals or nonobjections from, the SEC, the state securities banking authorities and applicable securities exchangesas Previously Disclosed, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus filings with the SEC Securities and declaration by the SEC of the effectiveness of the Registration Statement under the Securities ActExchange Commission (“SEC”) and state securities authorities, (C) the filing of the Certificate of Mergerstockholder approval described in Section 5.2(a), (D) such filings the filing of the Articles of Merger with applicable securities exchanges as are necessary the Maryland Department pursuant to obtain Section 3-107 of the listing authorizations contemplated by this AgreementMGCL, and (E) the Gaming Approvals, if any, (F) consents required execution and delivery by the Company and the relevant trustees or agents of supplemental indentures and relevant documents under liquor licenses, if any, and (G) approval the provisions of the Restructuring by Company’s trust preferred securities instruments and the relevant court or other Governmental EntityCompany and its subsidiaries’ debt indentures set forth on Section 5.14 of the Company’s Disclosure Schedule. (ii2) Subject to receipt of the regulatory consents approvals and approvals completion of the other matters referred to in the preceding paragraphparagraph (the “Regulatory Approvals”), and the expiration of related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement Plan and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable or any right of termination or the loss of any benefit under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or material agreement, indenture or instrument of it or of any of its Subsidiaries subsidiaries or to which it or any of its Subsidiaries subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Documents or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, material agreement, indenture or instrument. (3) As of the date hereof, it (a) knows of no reason why (1) all Regulatory Approvals from any Governmental Entity required for the consummation of the transactions contemplated by this Plan should not be obtained on a timely basis or (2) the opinion of tax counsel referred to, in the case of Parent, in Section 6.2(c) and, in the case of the Company, in Section 6.3(c) should not be obtained on a timely basis and (b) has no reason to believe that the Merger will fail to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entitycourt, including administrative agency or commission or other governmental authority or instrumentality or with any Gaming Authority, is third party are required to be made or obtained by it Wachovia or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Wachovia of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings approval of applications and notices with, and receipt the listing on the NYSE of approvals or nonobjections from, Wachovia Common Stock to be issued in the SEC, the state securities authorities and applicable securities exchanges, Merger; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Statement; (C) the filing of articles of merger with the Certificate North Carolina Secretary of Merger, State pursuant to the NBCA and a certificate of merger with the Delaware Secretary of State pursuant to the DGCL; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in the Merger; (E) the Gaming Approvalsfiling of an application with and approval of the Board of Governors of the Federal Reserve System under Section 4(c)(8) of the Bank Holding Company Act of 1956, if any, as amended; and (F) consents required under liquor licenses, if any, the filings and (G) receipts of approval of the Restructuring by the relevant court or other Governmental Entityset forth in Section 7.01(b). (ii) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Wachovia or of any of its Subsidiaries or to which it Wachovia or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the certificate of incorporation or by-laws (or similar governing documents) of Wachovia or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it the Acquiror or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party the Acquiror of its obligations under this Agreement and or to consummate the Merger or the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, except for (A) filings the filing of applications and notices withnotices, and receipt of approvals or nonobjections fromas applicable, with the Federal Reserve System, the SEC, NCCOB and the state securities authorities and applicable securities exchanges, FDBF with respect to the Merger; (B) the filing of the Registration Statement a notification, if required, and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC expiration of the effectiveness of the Registration Statement related waiting period under the Securities HSR Act, (C) the filing of a certificate of merger with the Certificate Secretary of Merger, State of the State of Delaware pursuant to the DGCL; and (D) such filings with applicable securities exchanges as are approval by the Superintendent of Financial Institutions under the Bank Act (Canada). As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval permit consummation of the Restructuring by transactions contemplated hereby will not be received without the relevant court imposition of a condition or other Governmental Entityrequirement described in Section 7.01(b). (ii2) Subject to receipt of the regulatory consents approvals, and approvals expiration of the waiting periods, referred to in the preceding paragraph, paragraph and the expiration making of related waiting periods and all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument Contract of it the Acquiror or of any of its Subsidiaries or to which it the Acquiror or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Constitutive Documents of the Acquiror or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it the Company or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party the Company or the Company Bank of its obligations under this Agreement and the other agreementsBank Merger Agreement, documents and instruments to which such Party is or will be a partyas applicable, or to consummate the consummation by such Party of the transactions contemplated hereby and therebyTransactions, except for (A) filings of applications and or notices with, and receipt of approvals or nonobjections fromwaivers by, the SECFederal Reserve Board, the state securities authorities OCC, the Connecticut Bank Commissioner and applicable securities exchangesthe Maine Superintendent, as required, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus filings with the SEC and declaration by state securities authorities, as applicable, in connection with the SEC submission of this Agreement for the approval of the effectiveness holders of Company Common Stock and the Registration Statement under issuance of Parent Common Stock in the Securities ActMerger, (C) the filing of Articles of Merger with the Secretary of State of the State of Maine pursuant to the MBCA and the filing of a Certificate of MergerMerger with the Secretary of State of the State of Delaware pursuant to the DGCL, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated approval of this Agreement by this Agreement, the holders of the outstanding shares of Company Common Stock and (E) the Gaming Approvalssuch corporate approvals and such consents or approvals of, if anyor waivers by, (F) consents required under liquor licensesor filings or registrations with, if any, and (G) approval certain of the Restructuring by foregoing federal and state banking agencies in connection with the relevant court Bank Merger. As of the date hereof, the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, paragraph and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by the Company and the Company Bank, as applicable, and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it the Company or of any of its Subsidiaries or to which it the Company or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of association or bylaws (or similar governing documents) of the Company or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it CBNK or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party CBNK or Chicopee Bank of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyhereby, except for (Ai) filings of applications and or notices with, and receipt of consents, approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration waivers by the SEC of the effectiveness of the Registration Statement under the Securities ActMADOB, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if anymay be required, and (Gii) the approval of the Restructuring this Agreement by the relevant court or other Governmental Entityrequisite affirmative vote of the holders of the outstanding shares of CBNK Common Stock. As of the date hereof, CBNK is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (iib) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by CBNK, as applicable, and the consummation of the transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the charter or give rise to any Lien Bylaws (or similar governing documents) of CBNK or any acceleration of remediesits Subsidiaries, penalty(ii) violate any statute, increase code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CBNK or any of its Subsidiaries, or any of their properties or assets or (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit payable under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, any applicable Lawaccelerate the performance required by, or any Order, governmental permit or license, or agreement, indenture or instrument of it or result in the creation of any Lien upon any of its Subsidiaries the respective properties or to which it assets of CBNK or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which CBNK or any of its Subsidiaries is a party, or by which they or any of their respective properties is subject or bound, (B) constitute a breach assets may be bound or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Documents or (C) require any consent or approval under any such Law, Order, governmental permit or license, agreement, indenture or instrumentaffected.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it United or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party United of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications and notices withnotices, as applicable, with the federal and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, banking authorities; (B) filing the adoption and approval by the shareholders of the Registration Statement United of this Agreement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Articles Amendment; (C) the filing and declaration of effectiveness of the Certificate of Merger, Registration Statement; (D) such filings the filing of articles of merger with applicable securities exchanges as are necessary the Corporation Commission pursuant to obtain the listing authorizations contemplated by this Agreement, VSCA and the West Virginia Secretary pursuant to the WVCA and the issuance of related certificates of merger and the filing of the Articles Amendment with the West Virginia Secretary of State; (E) such filings as are required to be made or approvals as are required to be obtained under the Gaming Approvals, if any, securities or "Blue Sky" laws of various states in connection with the issuance of United Stock in the Merger; and (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, United is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it United or of any of its Subsidiaries or to which it United or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the certificate of incorporation or by-laws (or similar governing documents) of United or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party it of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and therebyMerger, except for (A) filings of applications and notices with, and receipt of approvals or nonobjections from, and expiration of related waiting periods required by federal and state banking authorities, including applications and notices under the SEC, BHC Act and an application to the state securities authorities and applicable securities exchangesTexas State Banking Department, (B) filing of notices, and expiration of the related waiting period, under the HSR Act, (C) filing of the Registration Statement and the Joint Proxy Statement/Prospectus Statement with the SEC SEC, and declaration by the SEC of the Registration Statement’s effectiveness of the Registration Statement under the Securities Act, (CD) receipt of the applicable shareholder approval described in Section 5.03(f), (E) the filing of the Articles of Merger and the issuance of the Certificate of Merger, and (DF) such filings with applicable securities exchanges as are necessary to obtain the authorizations for listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entity. (ii2) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, and the expiration of related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Constituent Documents or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (3) As of the date of this Agreement, it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger on a timely basis.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it NB&T or any of its Significant Subsidiaries in connection with the execution, delivery and or performance by such Party NB&T of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of applications, notices, and the Certificate of MergerAgreement to Merge, (D) such filings as applicable, with applicable securities exchanges as are necessary the federal and state banking authorities to obtain approve the listing authorizations transactions contemplated by this Agreement, ; (EB) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, filings of the certificate of merger with the OSS pursuant to the OGCL; and (GC) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, NB&T is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory consents and approvals referred to set forth in the preceding paragraphSection 7.01(b), the expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute result in a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it NB&T or of any of its Significant Subsidiaries or to which it NB&T or any of its Significant Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the NB&T Articles or any of its Significant Subsidiaries’ Governing Documents NB&T Code, or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Acquirer or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Acquirer of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and thereby, except for for: (A) filings of applications and or notices with, and receipt of approvals or nonobjections fromwith the FRB, the SEC, OCC and the DFI; (B) filings with the SEC and state securities authorities and applicable securities exchanges, (B) filing the approval of the Registration Statement listing on the NYSE of Acquirer Common Stock to be issued in the Merger; and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate agreement of Merger, (D) such filings with applicable securities exchanges merger and the certificate of merger as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval in Section 2.01(b). As of the Restructuring by date hereof, Acquirer is not aware of any reason why the relevant court or other Governmental Entityapprovals set forth in Section 7.01(b) will not be received. (ii) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, paragraph and the expiration of related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not not: (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Acquirer or of any of its Subsidiaries or to which it Acquirer or any of its Subsidiaries or any of their respective properties is subject or bound, ; (B) constitute a breach or violation of, or a default under, its the certificate of incorporation or by-laws (or similar governing documents) of Acquirer or any of its Significant Subsidiaries’ Governing Documents or ; or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including any Gaming Authority, is Authority are required to be made or obtained by it BFC or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party BFC of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyby this Agreement, including the Bank Merger, except for (Ai) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchangesRegulatory Approvals, (Bii) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and the filing and declaration by the SEC of the effectiveness of the Registration Statement under the Securities ActStatement, (Ciii) the filing of the Certificate Articles of MergerMerger contemplated by Section 1.04(a) and the filing of documents with the FDIC, OCC, the WDFI-Banking or other applicable state banking agencies to cause the Bank Merger to become effective, (Div) such other filings and reports as required pursuant to the Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the NASDAQ and (vi) such filings with applicable securities exchanges and approvals as are necessary required to obtain be made or obtained under the listing authorizations contemplated by securities or “Blue Sky” laws of various states in connection with the issuance of the shares of BFC Common Stock pursuant to this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, Agreement and (G) approval of listing of such BFC Common Stock on the Restructuring by the relevant court or other Governmental Entity. (ii) Trading Market. Subject to the receipt of the regulatory consents and approvals referred to in the preceding paragraph, the expiration of related waiting periods and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by BFC do not and will not not, (A1) constitute a breach or violation of, or a default under, the articles of incorporation and bylaws of BFC, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or give rise injunction applicable to any Lien or any acceleration of remedies, penalty, increase in benefit payable or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it BFC or any of its Subsidiaries Subsidiaries, or any of their respective properties is subject or boundassets, (B3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or violation ofan event which, with notice or lapse of time, or both, would constitute a default default) under, its result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of BFC or any of its Significant Subsidiaries’ Governing Documents Subsidiaries under, any of the terms, conditions or (C) require provisions of any consent or approval under any such Lawnote, Orderbond, governmental permit or mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which BFC or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound. As of the date hereof, BFC has no Knowledge of any reason (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it TCB in connection with the execution, delivery and or performance by such Party TCB of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and therebyTransaction, except for (A) filings of applications and or notices with, and receipt of approvals or nonobjections fromwaivers by, the FDIC, the OCC, the Commissioner and other Governmental Authorities, as required, (B) filings with the FDIC, the SEC, the and state securities authorities and applicable securities exchangesauthorities, (B) filing as applicable, in connection with the submission of this Agreement for the approval of the Registration Statement holders of TCB Common Stock and the Joint Proxy Statement/Prospectus with issuance of FCBI Common Stock in the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities ActMerger, (C) the filing of Articles of Merger with the Certificate Secretary of State of the State of North Carolina pursuant to the NCBCA with respect to the Merger, and (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of this Agreement and the Restructuring Merger by the relevant court holders of the required number of outstanding shares of TCB Common Stock. As of the date hereof, TCB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, paragraph and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by TCB and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, code, ordinance, rule or regulation or any Orderjudgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries TCB or to which it TCB or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the TCB Articles or any of its Significant Subsidiaries’ Governing Documents TCB Bylaws or (C) require any consent or approval under any such Lawlaw, Ordercode, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it P▇▇▇▇ or Town Square in connection with the execution, delivery and or performance by such Party P▇▇▇▇ of its obligations under this Agreement and the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and therebyhereby, including the Merger, except for (A) the filings of applications applications, notices and notices withthe Agreement to Merge, and receipt of approvals or nonobjections fromas applicable, with Regulatory Authorities to approve the SEC, transactions contemplated by the state securities authorities and applicable securities exchanges, Agreement; (B) the filing of the Registration Statement and certificate of merger with the Joint Proxy Statement/Prospectus Maryland Department pursuant to the MGCL; (C) the filing with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of Merger, Statement; (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, P▇▇▇▇ Shareholder Adoption; and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by the relevant court or other Governmental Entityapprovals set forth in Section 7.01(b). (ii) As of the date hereof, P▇▇▇▇ is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (iii) Subject to receipt of the regulatory consents and approvals referred to noted in the preceding paragraph, Section 5.03(f)(i) and the expiration of related regulatory waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, do not and will not (A) constitute result in a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it P▇▇▇▇ or of any of its Subsidiaries Town Square or to which it P▇▇▇▇ or any of its Subsidiaries Town Square or any of their respective properties is are subject or bound, ; (B) constitute a breach or violation of, or a default under, its the P▇▇▇▇ Articles or any of its Significant Subsidiaries’ Governing Documents the P▇▇▇▇ Bylaws; or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Sky or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Sky of its obligations under this Agreement and or to consummate the Parent Merger or the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, except for (A) filings the filing of applications and notices withnotices, and receipt of approvals or nonobjections fromas applicable, with the SEC, the state securities authorities and applicable securities exchanges, Regulatory Authorities; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under Statement, to the Securities Act, extent applicable; (C) the filing of the Certificate Certificates of Merger, Merger with the OSS pursuant to the OGCL; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or “Blue Sky” Laws of various states in connection with the issuance of Sky Common Shares in the Parent Merger; and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by Requisite Regulatory Approvals (as defined in Section 7.01(b)). As of the relevant court date hereof, Sky is not aware of any reason why the Requisite Regulatory Approvals will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities lawsLaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument Contract of it Sky or of any of its Subsidiaries or to which it Sky or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Governing Documents of Sky or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Law, Order, governmental permit or license, agreement, indenture or instrumentgovernmental Contract.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Parent or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Parent, Parent Bank or Parent Sub of its obligations under this Agreement, the Bank Merger Agreement and or the other agreementsStock Option Agreement, documents and instruments to which such Party is or will be a partyas applicable, or to consummate the consummation by such Party of the Transactions and any other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with and notices with, and receipt of approvals or nonobjections fromwaivers by the Federal Reserve Board, the SECFDIC, the state securities authorities OCC, the Maine Superintendent, the Massachusetts Board and applicable securities exchangesthe MHPF, (B) filing as required. As of the Registration Statement date hereof, Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC imposition of a condition, restriction or requirement of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entitytype described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals and approvals filings referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement, the Bank Merger Agreement and the Stock Option Agreement by Parent, Parent Bank and Parent Sub, as applicable, and the consummation of the Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreementAgreement, indenture or instrument of it Parent or of any of its Subsidiaries or to which it Parent or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or bylaws (or similar governing documents) of Parent or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it CVCY, Central Valley Community Bank, or any of their affiliates in connection with the execution, delivery and or performance by such Party CVCY or Central Valley Community Bank of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyhereby, except for (A) filings of applications and or notices with, and receipt of approvals or nonobjections fromwaivers by the DBO, the SECFDIC, the state securities authorities Federal Reserve Board (if deemed necessary) and applicable securities exchangesthe NASDAQ Capital Market (if deemed necessary), (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Actan SEC registration statement on Form S-4, (C) the filing and effectiveness of the Certificate of Mergeran SEC registration statement on Form S-8 as contemplated by Section 5.19, and (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval filing of the Restructuring by merger agreement with the relevant court or other Governmental EntityCalifornia Secretary of State and the DBO with respect to the Merger. (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, the expiration of related waiting periods and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by CVCY and Central Valley Community Bank, the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, code, ordinance, rule or regulation or any Orderjudgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of it CVCY or of any of its Subsidiaries or to Central Valley Community Bank by which it or any of its Subsidiaries or any of their respective properties is are subject or bound, (B) constitute a breach or violation of, or a default under, its under the governing documents of CVCY or any of its Significant Subsidiaries’ Governing Documents Central Valley Community Bank or (C) require Table of Contents any consent or approval under any such Lawlaw, Ordercode, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party it of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings of applications and notices with, and receipt of approvals or nonobjections from, and expiration of the SECrelated waiting period required by foreign, federal and state banking authorities, including applications and notices under the state securities authorities Bank Holding Company Act of 1956 and applicable securities exchangesan application to the Commissioner, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus Statement with the SEC SEC, and declaration by the SEC of the Registration Statement's effectiveness of the Registration Statement under the Securities Act, (C) receipt of the applicable shareholder approvals described in Section 5.03(f), (D) filing of the Certificate Articles of Merger, Merger and (DE) such filings with applicable securities exchanges as are necessary to obtain the authorizations for listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entity. (ii2) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, and the expiration of related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Constituent Documents or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entitycourt, including administrative agency or commission or other governmental authority or instrumentality or with any Gaming Authority, is third party are required to be made or obtained by it Zions or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Zions of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications and notices withnotices, as applicable, with the federal and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, banking authorities; (B) filing approval of the Registration Statement and listing on the Joint Proxy Statement/Prospectus with NASDAQ of Zions Common Stock to be issued in the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Merger; (C) the filing and declaration of effectiveness of the Certificate of Merger, Registration Statement; (D) such filings the filing of articles of merger with applicable securities exchanges as are necessary the Corporation Division pursuant to obtain the listing authorizations contemplated by this Agreement, UBCA and a certificate of merger with the Delaware Secretary pursuant to the DGCL; (E) such filings as are required to be made or approvals as are required to be obtained under the Gaming Approvals, if any, securities or "Blue Sky" laws of various states in connection with the issuance of Zions Common Stock in the Merger; and (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, Zions is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Zions or of any of its Subsidiaries or to which it Zions or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the certificate of incorporation or by-laws (or similar governing documents) of Zions or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it F&M or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party F&M of its obligations under this Agreement and the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party F&M Bank of the transactions contemplated hereby and therebyBank Merger Agreement or to consummate the Transaction, except for (A) filings of applications and or notices with, and receipt of approvals or nonobjections fromwaivers by, the SECFRB, the state securities authorities FDIC, the OCC and applicable securities exchangesthe DBO, as required, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus filings with the SEC and declaration by state securities authorities, as applicable, in connection with the SEC issuance of F&M Common Stock in the effectiveness of the Registration Statement under the Securities ActMerger, and (C) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, (D) such filings as certified by the Secretary of State of the State of Delaware, with applicable securities exchanges as are necessary the Secretary of State of the State of California pursuant to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if anyCGCL, and (G3) approval the Bank Merger Agreement with the Secretary of State of the Restructuring by State of California and the relevant court DBO pursuant to the CGCL and CFC. As of the date hereof, F&M is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by F&M and the Bank Merger Agreement by F&M Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, code, ordinance, rule or regulation or any Orderjudgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of it F&M or of any of its Subsidiaries or to which it F&M or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or bylaws (or similar governing documents) of F&M or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require any consent or approval under any such Lawlaw, Ordercode, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it TNB in connection with the execution, delivery and or performance by such Party TNB of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyhereby, except for (Ai) filings of applications and or notices with, and receipt of consents, approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration waivers by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if anyNHBD, and (Gii) the approval of the Restructuring this Agreement by the relevant court or other Governmental Entityrequisite affirmative vote of the holders of the outstanding shares of TNB Stock. As of the date hereof, TNB is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (iib) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by TNB, as applicable, and the consummation of the transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the Articles of Agreement or give rise Bylaws (or similar governing documents) of TNB, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to any Lien TNB, or any acceleration of remediesits properties or assets or (iii) violate, penaltyconflict with, increase result in a breach of any provision of or the loss of any benefit payable under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of TNB under, any applicable Lawof the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which TNB is a party, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to by which it or any of its Subsidiaries properties or any of their respective properties is subject assets may be bound or bound, (B) constitute a breach or violation of, or a default under, its or any of its Significant Subsidiaries’ Governing Documents or (C) require any consent or approval under any such Law, Order, governmental permit or license, agreement, indenture or instrumentaffected.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Parent or any of its Subsidiaries, or at the Effective Time, by Purchaser, in connection with the execution, delivery and or performance by such Party Parent and Purchaser of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications applications, notices or this Agreement, as applicable, with the federal and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, banking authorities; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Statement; (C) the filing of the Certificate articles of Merger, merger with the Department of State of the Commonwealth of Pennsylvania; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or “Blue Sky” laws of various states in connection with the issuance of Parent Common Stock in the Merger; and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by the relevant court or other Governmental Entityapprovals set forth in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Parent or of any of its Subsidiaries or to which it Parent or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Articles of Incorporation or Bylaws (or similar governing documents) of Purchaser or Parent or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it SFG or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party SFG of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications applications, notices, or the Agreement to Merge, as applicable, with the federal and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, banking authorities; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Statement; (C) the filing of the Certificate articles of Merger, merger with the DSCP pursuant to the PBCL; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or "Blue Sky" laws of various states in connection with the issuance of SFG Common Stock in the FWB Merger; and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, SFG is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it SFG or of any of its Subsidiaries or to which it SFG or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Articles of Incorporation or Code of Regulations (or similar governing documents) of SFG or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it NASB in connection with the execution, delivery and or performance by such Party NASB of its obligations under this Agreement and the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and therebyhereby, including the Merger, except for (A) the filings of applications and notices withnotices, and receipt of approvals or nonobjections fromas applicable, with Regulatory Authorities to approve the SEC, transactions contemplated by the state securities authorities and applicable securities exchangesAgreement, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate certificates of Merger, merger with the OSS pursuant to the OGCL and (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (EC) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, NASB is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to the NASB Shareholder Adoption, the receipt of the regulatory consents approvals set forth in Section 7.01(b), and approvals referred to in the preceding paragraph, the expiration of related regulatory waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, do not and will not (A) constitute result in a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries NASB or to which it NASB or any of its Subsidiaries or any of their respective properties is are subject or bound, (B) constitute a breach or violation of, or a default under, its the NASB Articles or any of its Significant Subsidiaries’ Governing Documents NASB Bylaws or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrumentany Material Contract.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including any Gaming Authority, is Authority are required to be made or obtained by it BFC or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party BFC of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyby this Agreement, including the Bank Merger, except for (Ai) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchangesRegulatory Approvals, (Bii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities ActStatement, (Ciii) the filing of the Certificate Articles of MergerMerger contemplated by Section 1.04(a) and the filing of documents with the FDIC, OCC, the WDFI-Banking or other applicable state banking agencies to cause the Bank Merger to become effective, (Div) such other filings and reports as required pursuant to the Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the NASDAQ and (vi) such filings with applicable securities exchanges and approvals as are necessary required to obtain be made or obtained under the listing authorizations contemplated by this Agreement, (E) securities or “Blue Sky” laws of various states in connection with the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, BFC Common Stock Issuance and (G) approval of listing of such BFC Common Stock on the Restructuring by the relevant court or other Governmental Entity. (ii) Trading Market. Subject to the receipt of the regulatory consents and approvals referred to in the preceding paragraph, the expiration of related waiting periods and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by BFC do not and will not not, (A1) constitute a breach or violation of, or a default under, or give rise the articles of incorporation and bylaws of BFC, (2) violate any Law applicable to any Lien or any acceleration of remedies, penalty, increase in benefit payable or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it BFC or any of its Subsidiaries Subsidiaries, or any of their respective properties is subject or boundassets, or (B3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or violation ofan event which, with notice or lapse of time, or both, would constitute a default default) under, its result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of BFC or any of its Significant Subsidiaries’ Governing Documents Subsidiaries under, any of the terms, conditions or (C) require provisions of any consent or approval under any such Lawnote, Orderbond, governmental permit or mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which BFC or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except with regards to the clauses (1) to (3), as would not reasonably be expected to have a Material Adverse Effect on BFC. As of the date hereof, BFC has no Knowledge of any reason, with respect to BFC, (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i1) No consent from consents, approvals, licenses, permits, orders or authorizations (“Consents”) of, or filings, registrations or declarations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it the Company or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party it of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and therebyMerger, except for (A) filings of applications and notices with, and receipt of approvals or nonobjections non-objections from, the SEC, the state securities authorities and applicable securities exchangesexpiration of related waiting periods required by Governmental Authorities, (B) compliance with, filing of the Registration Statement notices, and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC expiration of the effectiveness related waiting period, under each Applicable Antitrust Law, (C) compliance with any applicable provision of the Registration Statement Exon-▇▇▇▇▇▇, including filing a notice under Exon-▇▇▇▇▇▇ with CFIUS, (D) filings as may be required by the Securities Act, the Exchange Act and the New York Stock Exchange, (CE) receipt of the Company Stockholder Approval, and (F) the filing and issuance of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by the relevant court or other Governmental Entity. (ii2) Subject to receipt of the regulatory consents and approvals Consents referred to in the preceding paragraph, and the expiration of related waiting periods periods, and required filings under with U.S. federal and state securities lawsor foreign Governmental Authorities, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default (with or without notice or lapse of time, or both) under, or give rise to any Lien or any right of acceleration of remediesremedies or obligations, penalty, increase in material benefit payable or material reduction of benefit received under, or right of termination or cancellation under, any applicable Law, law or any OrderJudgment, governmental permit Permit or license, or, to the Knowledge of the Company, Contract that is material to the Company or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its any provision of the Constituent Documents of the Company or any of its Significant Subsidiaries’ Governing Documents Subsidiaries or (C) require any consent or approval under any such Lawlaw, OrderJudgment, governmental permit Permit, license or, to the Knowledge of the Company, Contract that is material to the Company or license, agreement, indenture or instrumentany of its Subsidiaries.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it the Company or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party the Company and the Company Bank of its obligations under this Agreement and the other agreementsBank Merger Agreement, documents and instruments to which such Party is or will be a partyrespectively, or to consummate the consummation by such Party of the transactions contemplated hereby and therebyTransactions, except for (A) filings of applications and or notices with, and receipt of consents, approvals or nonobjections fromwaivers by, the SECFederal Reserve Board, the state securities authorities OCC, the FDIC, the Maine Superintendent, the New Hampshire Bank Commissioner, the Massachusetts Board and applicable securities exchangesthe MHPF, (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus Articles of Merger with the SEC and declaration by the SEC Secretary of State of the effectiveness Commonwealth of Massachusetts pursuant to the Registration Statement under the Securities ActMBCL, (C) the filing approval of this Agreement by the holders of the Certificate outstanding shares of Merger, Company Common Stock and (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (Eset forth in Section 5.01(f)(i) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring by Company Disclosure Schedule. As of the relevant court or other Governmental Entitydate hereof, the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner. (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by the Company and the Company Bank, as applicable, and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default under, the articles of incorporation or give rise to any Lien bylaws (or any acceleration similar governing documents) of remedies, penalty, increase in benefit payable or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it the Company or any of its Subsidiaries Subsidiaries, (B) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties is subject or boundassets or (C) violate, (B) conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or violation ofan event which, with notice or lapse of time, or both, would constitute a default default) under, its result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Significant Subsidiaries’ Governing Documents Subsidiaries under, any of the terms, conditions or (C) require provisions of any consent or approval under any such Lawnote, Orderbond, governmental permit or mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it Southland Bank in connection with the execution, delivery and or performance by such Party Southland Bank of its obligations under this Agreement or to consummate the Transaction, except as Previously Disclosed and the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, except for (A) filings of applications and or notices with, and receipt of approvals or nonobjections fromwaivers by, the SECFDIC and the Department, the state securities authorities and applicable securities exchangesas required, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus filings with the SEC and declaration by state securities authorities, as applicable, in connection with the SEC submission of this Agreement for the approval of the effectiveness holders of Southland Bank Common Stock and the Registration Statement under issuance of Parent Common Stock in the Securities ActMerger, (C) the filing of the Certificate Agreement of Merger, Merger with the Secretary of State of the State of California and the Department pursuant to the GCLC and the FCSC and (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the Restructuring this Agreement by the relevant court holders of the outstanding shares of Southland Bank Common Stock. As of the date hereof, Southland Bank is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents consents, approvals, waivers and approvals filings referred to in the preceding paragraph, paragraph and the expiration of related waiting periods and required filings under federal and state securities lawsperiods, the execution, delivery and performance of this Agreement by Southland Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries Southland Bank or to which it Southland Bank or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Southland Bank Articles or any of its Significant Subsidiaries’ Governing Documents the Southland Bank Bylaws or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including any Gaming Authority, is Authority are required to be made or obtained by it CBAN or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party CBAN of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyby this Agreement, including the Bank Merger, except for (Ai) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchangesRegulatory Approvals, (Bii) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and the filing and declaration by the SEC of the effectiveness of the Registration Statement under the Securities ActStatement, (Ciii) the Requisite CBAN Shareholder Approval, (iv) the filing of the Certificate Articles of MergerMerger contemplated by Section 1.04(a) and the filing of documents with the FDIC, the Secretary of State of the State of Georgia or other applicable state or federal banking agencies to cause the Bank Merger to become effective, (Div) such other filings and reports as required pursuant to the Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the Nasdaq and (vi) such filings with applicable securities exchanges and approvals as are necessary required to obtain be made or obtained under the listing authorizations contemplated by this Agreement, (E) securities or “Blue Sky” laws of various states in connection with the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, CBAN Common Stock Issuance and (G) approval of listing of such CBAN Common Stock on the Restructuring by the relevant court or other Governmental Entity. (ii) Nasdaq. Subject to the receipt of the regulatory consents and approvals referred to in the preceding paragraph, the expiration of related waiting periods and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by CBAN do not and will not not, (A1) constitute a breach or violation of, or a default under, the articles of incorporation and bylaws of CBAN, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or give rise injunction applicable to any Lien or any acceleration of remedies, penalty, increase in benefit payable or right of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it CBAN or any of its Subsidiaries Subsidiaries, or any of their respective properties is subject or boundassets, (B3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or violation ofan event which, with notice or lapse of time, or both, would constitute a default default) under, its result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of CBAN or any of its Significant Subsidiaries’ Governing Documents Subsidiaries under, any of the terms, conditions or (C) require provisions of any consent or approval under any such Lawnote, Orderbond, governmental permit or mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which CBAN or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound. As of the date hereof, CBAN has no Knowledge of any reason (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entitycourt, including administrative agency or commission or other governmental authority or instrumentality or with any Gaming Authority, is third party are required to be made or obtained by it Wachovia or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Wachovia of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications and notices withnotices, as applicable, with the federal and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, banking authorities; (B) filing approval of the Registration Statement and listing on the Joint Proxy Statement/Prospectus with NYSE of Wachovia Common Stock to be issued in the SEC Merger; (C) the filing and declaration by the SEC of the effectiveness of the Registration Statement under or the Securities Act, receipt by Wachovia of the Fairness Order; (CD) the filing of articles of merger with the Certificate North Carolina Secretary pursuant to the NCBCA and the Florida Department of Merger, State pursuant to the FBCA; (DE) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, (E) securities or "Blue Sky" laws of various states in connection with the Gaming Approvals, if any, issuance of Wachovia Stock in the Merger; and (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.1(b). As of the relevant court date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.1(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.1(b). (ii) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings or satisfaction of the requirements for exemptions from filing under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it Wachovia or of any of its Subsidiaries or to which it Wachovia or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the certificate of incorporation or by-laws (or similar governing documents) of Wachovia or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consent from Except as would not be material, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including any Gaming Authority, is Authority are required to be made or obtained by it Company or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party Company and Company Bank of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and thereby, except for (A) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (C) the filing of the Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to obtain the listing authorizations contemplated by this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if anyexcept for filings of applications or notices with, and (G) consents, approvals or waivers by the FRB, the FRBank, the Missouri Division of Finance, the FDIC, respectively, and the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, compliance with the applicable requirements of the Exchange Act, such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states and the approval of the Restructuring by listing of such Buyer Common Stock on NASDAQ in connection with the relevant court or other Governmental Entity. (ii) issuance of the shares of Buyer Common Stock pursuant to this Agreement. Subject to the receipt of the regulatory consents and approvals referred to in the preceding paragraph, sentence and the expiration of related waiting periods and required filings under federal and state securities lawsRequisite Company Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Company and Company Bank do not and will not (Ai) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or give rise to any Lien or any acceleration similar governing documents of remediesCompany, penalty, increase in benefit payable or right of termination under, any applicable LawCompany Bank, or any Orderof their respective Subsidiaries, governmental permit (ii) expect as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or injunction applicable to which it Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is subject or boundassets, (Biii) constitute except as set forth in Company Disclosure Schedule 3.06(a), conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, its result in the creation of any Lien (other than Permitted Liens) under, result in a right of termination or the acceleration of any of its Significant Subsidiaries’ Governing Documents right or obligation under, any Company Material Contract, or (Civ) except as set forth in Company Disclosure Schedules 3.12(c) or 3.30(e), require any the consent or approval of any third party or Governmental Authority under any such Law, Orderrule or regulation or any judgment, governmental permit or decree, order, permit, license, credit agreement, indenture indenture, loan, deed of trust, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or instrumentother instrument or obligation, with only such exceptions in the case of each of clauses (iii) and (iv), as would not reasonably be expected to have a Material Adverse Effect on Company. (b) Except for matters set forth in Company Disclosure Schedules 3.06(b), as of the date hereof, Company has no Knowledge of any reason that (i) the Regulatory Approvals referred to in Section 6.01(b) will not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it SFG or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party SFG of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications applications, notices, or the Agreement to Merge, as applicable, with and notices with, the approval of certain federal and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, banking authorities; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Statement; (C) the filing of the Certificate certificate of Merger, merger with the OSS pursuant to the OGCL; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or "Blue Sky" laws of various states in connection with the issuance of SFG Common Stock in the Parent Merger; and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, SFG is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it SFG or of any of its Subsidiaries or to which it SFG or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or Code of Regulations (or similar governing documents) of SFG or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it BB&T or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party BB&T of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications applications, notices or the Agreement to Merge, as applicable, with the federal and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, banking authorities; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Statement; (C) the filing filings of the Certificate articles of Merger, merger with the North Carolina Secretary of State pursuant to the NCBCA and the articles of merger with the Georgia Secretary of State pursuant to the GBCC; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or “Blue Sky” laws of various states in connection with the issuance of BB&T Common Stock in the Merger; (E) any notices to or filings with the Gaming Approvals, if any, SBA; and (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, BB&T is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it BB&T or of any of its Subsidiaries or to which it BB&T or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Articles of Incorporation or Bylaws (or similar governing documents) of BB&T or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or waivers by, or filings or registrations with, any Governmental Entity, including any Gaming Authority, is Authority are required to be made or obtained by it FBMS or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party FBMS of its obligations under this Agreement and the other agreements, documents and instruments or to which such Party is or will be a party, or the consummation by such Party of consummate the transactions contemplated hereby and therebyby this Agreement, including the Bank Merger, except for (Ai) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchangesRegulatory Approvals, (Bii) the filing with the SEC of the Proxy Statement – Prospectus and the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC filing and declaration by the SEC of the effectiveness of the Registration Statement under the Securities ActStatement, (Ciii) the filing of the Certificate Articles of MergerMerger contemplated by Section 1.04(a) and the filing of documents with the FRB, the OCC, applicable state banking agencies, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective, (Div) such other filings and reports as required pursuant to the Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the NASDAQ and (vi) such filings with applicable securities exchanges and approvals as are necessary required to obtain be made or obtained under the listing authorizations contemplated by securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FBMS Common Stock pursuant to this Agreement, (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, Agreement and (G) approval of listing of such FBMS Common Stock on the Restructuring by the relevant court or other Governmental Entity. (ii) NASDAQ. Subject to the receipt of the regulatory consents and approvals referred to in the preceding paragraph, the expiration of related waiting periods and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by FBMS do not and will not not, (A1) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration the articles of remedies, penalty, increase in benefit payable or right incorporation and bylaws of termination under, any applicable Law, or any Order, governmental permit or license, or agreement, indenture or instrument of it or of any of its Subsidiaries or to which it FBMS or any of its Subsidiaries Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to FBMS or any of its Subsidiaries, or any of their respective properties is subject or boundassets, (B3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a breach default (or violation ofan event which, with notice or lapse of time, or both, would constitute a default default) under, its result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of FBMS or any of its Significant Subsidiaries’ Governing Documents Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which FBMS or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, or (C4) require any the consent or approval of any third party or Governmental Authority under any such Law, Orderrule or regulation or any judgment, governmental permit or decree, order permit, license, credit agreements, indenture, loan, note, bond, mortgage, reciprocal easement agreement, indenture lease, instrument, concession, contract, franchise, agreement or instrumentother instrument or obligation except with regard to clauses (2)-(4), as would not reasonably be expected to have a Material Adverse Effect on FBMS. As of the date hereof, FBMS has no Knowledge of any reason, with respect to FBMS, (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i) No consent from consents or approvals of, or filings or registrations with, any Governmental Entity, including Authority or with any Gaming Authority, is third party are required to be made or obtained by it SFG or any of its Subsidiaries in connection with the execution, delivery and or performance by such Party SFG of its obligations under this Agreement and or to consummate the other agreements, documents and instruments to which such Party is or will be a party, or the consummation by such Party of the transactions contemplated hereby and thereby, Merger except for (A) filings the filing of applications applications, notices, or the Agreement to Merge, as applicable, with the federal and notices with, and receipt of approvals or nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, banking authorities; (B) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, Statement; (C) the filing of the Certificate certificate of Merger, merger with the OSS and the PSS pursuant to the OGCL and the PBCL; (D) such filings with applicable securities exchanges as are necessary required to obtain be made or approvals as are required to be obtained under the listing authorizations contemplated by this Agreement, securities or "Blue Sky" laws of various states in connection with the issuance of SFG Common Stock in the Parent Merger; and (E) the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval receipt of the Restructuring by approvals set forth in Section 7.01(b). As of the relevant court date hereof, SFG is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or other Governmental Entityrequirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory consents and approvals requirements referred to in the preceding paragraph, the paragraph and expiration of the related waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or Lien, any acceleration of remedies, penalty, increase in benefit payable remedies or any right of termination under, any applicable Lawlaw, rule or regulation or any Orderjudgment, decree, order, governmental permit or license, or agreement, indenture or instrument of it SFG or of any of its Subsidiaries or to which it SFG or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the articles of incorporation or Code of Regulations (or similar governing documents) of SFG or any of its Significant Subsidiaries’ Governing Documents , or (C) require any consent or approval under any such Lawlaw, Orderrule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.