Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, CZFS 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. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS HVBC or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC HVBC or FCCB HVB of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b)4.08, and (ii) the approval of this Agreement by the requisite affirmative vote of the holders of the outstanding shares of HVBC Stock. As of the date hereof, CZFS HVBC 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. (b) Subject to the receipt of all the consents, approvals, approvals and waivers or non-objections of a Governmental Authority required to consummate and the transactions contemplated by this Agreement, including, without limitation, (1) approvals making of the FRB filings referred to in the preceding paragraph, and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by HVBC and HVB, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the charter or bylaws of termination, HVBC (or the acceleration similar governing documents) or similar governing documents of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to HVBC or any of its Subsidiaries, credit agreementor any of its properties or assets or (iii) violate, indentureconflict with, loanresult 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 HVBC 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 HVBC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreementinstrument or obligation to which HVBC or any of its Subsidiaries is a party, or by which it or any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (iii) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC HVBC or FCCBHVB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Security or any of its Subsidiaries subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Security of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings of applicationsapplications and notices, notices or waiver requestsas applicable, with and the approval of certain federal and state banking authorities, (B) filings with the SEC and state securities authorities, and consents, approvals or waivers described in Section 4.08(b)(C) the filing of the certificates of merger with the OSS and DSS pursuant to the OGCL and the DGCL. As of the date hereof, CZFS has no Knowledge Security is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consentsthe regulatory and shareholder approvals and other actions referred to in paragraphs 5.03(e) and (f) above and expiration of related regulatory waiting periods, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB thereby do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Security or of any of its Subsidiaries subsidiaries or to which CZFS Security or any of its Subsidiaries, subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Security Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCBthe Security Code, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Sky or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Sky of this Agreement or to consummate the Parent Merger or the other transactions contemplated hereby, hereby except for (iA) the filing of applications and notices, as applicable, with the Regulatory Authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the Certificates of Merger with the OSS pursuant to the OGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or “Blue Sky” Laws of applications, notices or waiver requests, various states in connection with the issuance of Sky Common Shares in the Parent Merger; and consents, (E) receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge Sky is not aware of any reason why the approvals set forth above and referred to Requisite Regulatory Approvals (as defined in Section 6.01(a7.01(b)) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals satisfaction of the FRB requirements referred to in the preceding paragraph and expiration of the PADOBS (“Regulatory Approvals”)related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQLaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any lawLaw, rule governmental permit or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement Contract of CZFS Sky or of any of its Subsidiaries or to which CZFS Sky or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Governing Documents of Sky or bylaws or other organizational documents any of CZFS, CZFSAC or FCCBits Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such lawLaw, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCBgovernmental Contract. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Sky or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Sky of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings the filing of applications, notices or waiver requeststhe Agreement to Merge, as applicable, with the Regulatory Authorities; (B) the filing and consents, declaration of effectiveness of the Registration Statement; (C) the filing of the certificate of merger with the OSS pursuant to the OGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or waivers described "Blue Sky" laws of various states in connection with the issuance of Sky Common Shares in the Merger; and (E) receipt of the approvals set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge Sky is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals satisfaction of the FRB requirements referred to in the preceding paragraph and expiration of the PADOBS (“Regulatory Approvals”)related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Sky or of any of its Subsidiaries or to which CZFS Sky or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Articles of Incorporation or bylaws Code of Regulations (or other organizational documents similar governing documents) of CZFS, CZFSAC Sky or FCCBany of its Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, consent from any Governmental Authority or with Entity, including any third party are Gaming Authority, is required to be made or obtained by CZFS or any of its Subsidiaries it in connection with the execution, delivery or and performance by CZFS, CZFSAC or FCCB such Party of its obligations under this Agreement and the other agreements, documents and instruments to which such Party is or to consummate will be a party, or the consummation by such Party of the transactions contemplated herebyhereby and thereby, except for (iA) filings of applications, applications and notices or waiver requestswith, and consents, receipt of approvals or waivers described in Section 4.08(b). As nonobjections from, the SEC, the state securities authorities and applicable securities exchanges, (B) filing of the date hereofRegistration 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, CZFS has no Knowledge (C) the filing of any reason why the approvals set forth above and referred Certificate of Merger, (D) such filings with applicable securities exchanges as are necessary to in Section 6.01(a) will not be received in a timely manner. (b) Subject to obtain the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions listing authorizations contemplated by this Agreement, including(E) the Gaming Approvals, without limitationif any, (1F) approvals consents required under liquor licenses, if any, and (G) approval of the FRB Restructuring by the relevant court or other Governmental Entity. (ii) Subject to receipt of the regulatory consents and approvals referred to in the PADOBS (“Regulatory Approvals”)preceding paragraph, (2) the expiration of related waiting periods and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result or give rise to any Lien or any acceleration of remedies, penalty, increase in a benefit payable or right of termination, or the acceleration of any right or obligation termination under, any lawapplicable Law, rule or regulation or any judgmentOrder, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS it or of any of its Subsidiaries or to which CZFS it or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter its or bylaws or other organizational documents any of CZFS, CZFSAC or FCCB, its Significant Subsidiaries’ Governing Documents or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such lawLaw, ruleOrder, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB PPBI of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the transactions contemplated herebyTransaction, except for (iA) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in Section 4.08(b)connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) 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, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and (E) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the Merger. As of the date hereof, CZFS has no Knowledge PPBI is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received in a timely mannermanner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (bii) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals preceding paragraph and expiration of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB Transaction do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS PPBI or of any of its Subsidiaries or to which CZFS PPBI or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter articles of incorporation or bylaws (or other organizational documents similar governing documents) of CZFS, CZFSAC PPBI or FCCB, any of its Subsidiaries or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS NBT or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC NBT or FCCB NBT Bank of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, CZFS NBT 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. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals approvals, waivers or non-objections of each of the FRB and the PADOBS OCC, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS NBT Stock to be issued in connection with the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC NBT and FCCB NBT Bank do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS NBT or of any of its Subsidiaries or to which CZFS NBT or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter or bylaws Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT or other organizational documents of CZFS, CZFSAC NBT or FCCBNBT Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC NBT or FCCBNBT Bank. (c) As of the date of this Agreement, CZFS NBT has no Knowledge of any reasons relating to CZFS, CZFSAC NBT or FCCB NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Exxxx or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC Exxxx or FCCB Exxxx Bank of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b), and (ii) the approval of this Agreement by the requisite affirmative vote of the holders of the outstanding shares of Exxxx Stock. As of the date hereof, CZFS Exxxx 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. (b) Subject to the receipt of all the consents, approvals, approvals and waivers or non-objections of a Governmental Authority required to consummate and the transactions contemplated by this Agreement, including, without limitation, (1) approvals making of the FRB filings referred to in the preceding paragraph, and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by Exxxx and Exxxx Bank, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the Certificate of terminationIncorporation, as amended, and the Amended and Restated Bylaws of Exxxx (or the acceleration similar governing documents) or similar governing documents of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to Exxxx or any of its Subsidiaries, credit agreementor any of its properties or assets, indentureor (iii) except as set forth in Exxxx Disclosure Schedule 3.08(b), loanviolate, 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 Exxxx or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreementinstrument or obligation to which Evans or any of its Subsidiaries is a party, except or by which it or any of its properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii), for such violations, conflicts, breaches breaches, defaults or defaults under clause (i) termination or (iii) hereof cancellation rights which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC Exxxx or FCCBExxxx Bank. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No Except as Previously Disclosed, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS or any of its Subsidiaries Seller in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Seller of this Agreement or the Seller Option Agreement or to consummate the transactions contemplated herebyhereby and thereby, except for for: (iA) any required filings of applications or notices with the FRB and the DFI; (B) filings with the SEC and state securities authorities; (C) the approval of applications, notices or waiver requests, this Agreement by the shareholders of Seller; and consents, approvals or waivers described (D) the filing of the agreement of merger and the certificate of merger as contemplated in Section 4.08(b2.01(b). As of the date hereof, CZFS Seller has no Knowledge of any reason why not been notified to the effect that the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received in a timely mannerreceived. (bii) Subject to the receipt of all consentsthe regulatory approvals referred to in the preceding paragraph, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”)expiration of related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the Seller Option Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB thereby do not and will not not: (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenturearrangement, loanunderstanding, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Seller or of any of its Subsidiaries or to which CZFS Seller or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets is subject or bound, , (iiB) constitute a breach or violation of, or a default under, the charter Seller Articles or bylaws the Seller By-Laws or other organizational documents the certificate of CZFSincorporation or by-laws (or similar governing documents) of any of Seller's Subsidiaries, CZFSAC or FCCB, or or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenturearrangement, loanunderstanding, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS BHB or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC BHB or FCCB Bar Harbor Bank of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b)by the FRB and MBFI, as may be required, and (ii) the approval of this Agreement by the requisite affirmative vote of the holders of the outstanding shares of BHB Common Stock. As of the date hereof, CZFS has no Knowledge 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. (b) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals preceding paragraph and expiration of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by BHB, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the charter or Bylaws (or similar governing documents) of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS BHB or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to BHB or any of its Subsidiaries, credit agreementor any of their respective properties or assets or (iii) violate, indentureconflict with, loanresult 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 respective properties or assets of BHB or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreement, except for such violations, conflicts, breaches instrument or defaults under clause (i) obligation to which BHB or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not its Subsidiaries is a party, or by which they or any of their respective properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, or notice to, or authorizations, permits or declarations of, any Governmental Authority or with any third party other Person are required to be made or obtained by CZFS it or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB it of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filing of notices, and expiration of the related waiting period, under the HSR Act, (B) filings of applications, applications and notices or waiver requestswith, and consents, receipt of approvals or waivers described in Section 4.08(b). As nonobjections from, the SEC and state securities authorities, the National Association of Securities Dealers, Inc. and Nasdaq, (C) filings under the Exchange Act, (D) the filing of the date hereof, CZFS has no Knowledge Certificate of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely mannerMerger. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default underunder (or an event which with notice or lapse of time or both would become a default), result in a any loss of any benefit under, give rise to any Lien, any acceleration of remedies or any penalty, increase any benefit or right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise lease or other contract, commitment, agreement of CZFS or of instrument to which it or any of its Subsidiaries or to which CZFS its or any of its Subsidiaries, their properties or assets is subject or bound, (iiB) conflict with, constitute a breach or violation of, or a default under, the charter its Constituent Documents or bylaws or other organizational documents those of CZFS, CZFSAC or FCCB, any of its Subsidiaries or (iiiC) 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 the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise Law applicable to it or other agreement, except for such violations, conflicts, breaches its Subsidiaries or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why by which any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementits or its Subsidiaries' property or assets is bound.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Buyer or any of its Subsidiaries or affiliates in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Buyer of this Agreement Agreement, or to consummate the transactions contemplated herebyby this Agreement, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described by, the FRB, the FDIC, the Massachusetts Board of Bank Incorporation, the Massachusetts Housing Partnership Fund, the Massachusetts Commissioner of Banks; (ii) the filing and effectiveness of the Registration Statement with the SEC; (iii) the approval of the listing on Nasdaq of the Buyer Common Stock to be issued in Section 4.08(b)the Merger and (iv) the filing of the Articles of Merger with the Secretary of The Commonwealth of Massachusetts. As of the date hereof, CZFS has no Knowledge Buyer 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 mannermanner or will include a Burdensome Condition as defined in Section 5.06. (b) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals immediately preceding paragraph and expiration of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by Buyer, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the charter or bylaws (or similar governing documents) of termination, Buyer or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or boundaffiliates, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to Buyer or any of its Subsidiaries, credit agreementor any of their respective properties or assets or (iii) violate, indentureconflict with, loanresult 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 respective properties or assets of Buyer or any of its Subsidiaries or affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreement, except for such violations, conflicts, breaches instrument or defaults under clause (i) obligation to which Buyer or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not its Subsidiaries or affiliates is a party, or by which they or any of their respective properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS BWFG or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC BWFG or FCCB Bank of this Agreement Agreement, or to consummate the transactions contemplated hereby, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b)by, the FRB, the FDIC and the CTDOB, as may be required. As of the date hereof, CZFS has no Knowledge BWFG 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. (b) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals preceding paragraph and expiration of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by BWFG, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the charter or bylaws (or similar governing documents) of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS BWFG or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to BWFG or any of its Subsidiaries, credit agreementor any of their respective properties or assets or (iii) violate, indentureconflict with, loanresult 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 respective properties or assets of BWFG or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreement, except for such violations, conflicts, breaches instrument or defaults under clause (i) obligation to which BWFG or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not its Subsidiaries is a party, or by which they or any of their respective properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Salisbury or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC Xxxxxxxxx or FCCB Salisbury Bank of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b)4.08, and (ii) the approval of this Agreement by the requisite affirmative vote of the holders of the outstanding shares of Salisbury Stock. As of the date hereof, CZFS Xxxxxxxxx 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. (b) Subject to the receipt of all the consents, approvals, approvals and waivers or non-objections of a Governmental Authority required to consummate and the transactions contemplated by this Agreement, including, without limitation, (1) approvals making of the FRB filings referred to in the preceding paragraph, and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by Xxxxxxxxx and Salisbury Bank, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the charter or bylaws of termination, Salisbury (or the acceleration similar governing documents) or similar governing documents of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to Salisbury or any of its Subsidiaries, credit agreementor any of its properties or assets, indentureor (iii) violate, loanconflict 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, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreementinstrument or obligation to which Salisbury or any of its Subsidiaries is a party, except or by which it or any of its properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii), for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC Salisbury or FCCBSalisbury Bank. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS CBNK or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC CBNK or FCCB Chicopee Bank of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b)by the MADOB, as may be required, and (ii) the approval of this Agreement by the requisite affirmative vote of the holders of the outstanding shares of CBNK Common Stock. As of the date hereof, CZFS has no Knowledge 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. (b) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreementpreceding paragraph, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by CBNK, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the charter or Bylaws (or similar governing documents) of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS CBNK or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to CBNK or any of its Subsidiaries, credit agreementor any of their properties or assets or (iii) violate, indentureconflict with, loanresult 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 respective properties or assets of CBNK or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreement, except for such violations, conflicts, breaches instrument or defaults under clause (i) obligation to which CBNK or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not its Subsidiaries is a party, or by which they or any of their respective properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Acquirer or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Acquirer of this Agreement or to consummate the transactions contemplated hereby, hereby except for for: (iA) any required filings of applications or notices with the FRB and the DFI; (B) filings with the SEC and state securities authorities and the approval of applications, notices or waiver requests, the listing on the NYSE of Acquirer Common Stock to be issued in the Merger; and consents, approvals or waivers described (C) the filing of the agreement of merger and the certificate of merger as contemplated in Section 4.08(b2.01(b). As of the date hereof, CZFS has no Knowledge Acquirer is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received in a timely mannerreceived. (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required the regulatory approvals referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB preceding paragraph and the PADOBS (“Regulatory Approvals”)expiration of related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not not: (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Acquirer or of any of its Subsidiaries or to which CZFS Acquirer or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets is subject or bound, ; (iiB) constitute a breach or violation of, or a default under, the charter certificate of incorporation or bylaws by-laws (or other organizational documents similar governing documents) of CZFS, CZFSAC Acquirer or FCCB, or any of its Subsidiaries; or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS City or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB City of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings the filing of applications, notices or waiver requestsnotices, this Agreement and consentsthe Agreement to Merge, as applicable, with the federal and state banking authorities to approve the transactions contemplated by this Agreement; (B) the filing of the certificate of merger with the WVSS pursuant to the WVBCA; and (C) receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge City is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) 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 the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1approvals set forth in Section 7.01(b) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation under, termination under any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS City or of any of its Subsidiaries or to which CZFS City or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, ; (iiB) constitute a breach or violation of, or a default under, the charter City Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, City Bylaws; or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS or any of its Subsidiaries QBT in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB QBT of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b)by the CTDOB and FDIC, and (ii) the approval of this Agreement by the requisite affirmative vote of the holders of two-thirds of the outstanding shares of QBT Stock. As of the date hereof, CZFS has no Knowledge 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. (b) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreementpreceding paragraph, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by QBT, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the Certificate of termination, Incorporation or the acceleration Bylaws (or similar governing documents) of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or boundQBT, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to QBT, credit agreementor any of its properties or assets or (iii) violate, indentureconflict with, loanresult 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 QBT under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreementinstrument or obligation to which QBT is a party, except for such violations, conflicts, breaches or defaults under clause (i) by which it or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not its properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Buyer or any of its Subsidiaries or affiliates in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Buyer of this Agreement Agreement, or to consummate the transactions contemplated herebyby this Agreement, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described by, the FRB, the FDIC, the Massachusetts Board of Bank Incorporation, the Massachusetts Housing Partnership Fund, the Massachusetts Commissioner of Banks; (ii) the filing and effectiveness of the Registration Statement with the SEC; (iii) the approval of the listing on Nasdaq of the Buyer Common Stock to be issued in Section 4.08(b)the Merger and (iv) the filing of the Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts. As of the date hereof, CZFS has no Knowledge Buyer 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 mannermanner and will not include a Burdensome Condition as defined in Section 5.06. (b) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals immediately preceding paragraph and expiration of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by Buyer, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the charter or bylaws (or similar governing documents) of termination, Buyer or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or boundaffiliates, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to Buyer or any of its Subsidiaries, credit agreementor any of their respective properties or assets or (iii) violate, indentureconflict with, loanresult 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 respective properties or assets of Buyer or any of its Subsidiaries or affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreement, except for such violations, conflicts, breaches instrument or defaults under clause (i) obligation to which Buyer or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not its Subsidiaries or affiliates is a party, or by which they or any of their respective properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS it or any of its Subsidiaries Merger Sub in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB it and Merger Sub of this Agreement or to consummate the transactions contemplated herebyMerger, except for (iA) filings of applicationsapplications and notices with, notices receipt of approvals or waiver requestsno objections from, and consentsthe 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 waivers described in Section 4.08(b). As nonobjections from, the state securities authorities, applicable securities exchanges and self-regulatory organizations, (C) filing of the date hereofRegistration Statement and the Joint Proxy/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, CZFS has no Knowledge (D) the filing of any reason why the approvals set forth above Certificate of Merger and referred (E) such filings with applicable securities exchanges to in Section 6.01(a) will not be received in a timely manner. (b) Subject to obtain the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions listing authorizations contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), . (2) 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, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result or give rise to any Lien or any acceleration of remedies, penalty, increase in a benefit payable or right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS it or of any of its Subsidiaries Merger Sub or to which CZFS it or Merger Sub or any of its Subsidiaries, their respective properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter its or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, Merger Sub’s Governing Documents or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c3) As of the date of this Agreementhereof, CZFS has no Knowledge it is not aware of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with reason why the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall necessary regulatory approvals and consents will not be received from in order to permit consummation of the applicable Governmental Authorities having jurisdiction over Merger and the transactions contemplated by this AgreementBank Merger on a timely basis.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB FBMS of this Agreement or to consummate the transactions contemplated herebyby this Agreement, including the Bank Merger, except for (i) filings the Regulatory Approvals, (ii) the filing with the SEC of applicationsthe Proxy Statement – Prospectus and the Registration Statement and the filing and declaration of effectiveness of the Registration Statement, notices or waiver requests(iii) the filing of the Articles of Merger 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, (iv) 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, approvals authorizations, approvals, filings or waivers described exemptions in Section 4.08(b). As connection with compliance with the rules and regulations of any applicable SRO and the rules of the date hereof, CZFS has no Knowledge NASDAQ and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of any reason why various states in connection with the approvals set forth above issuance of the shares of FBMS Common Stock pursuant to this Agreement and referred to in Section 6.01(a) will not be received in a timely manner. (b) approval of listing of such FBMS Common Stock on the NASDAQ. Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required the approvals referred to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQpreceding sentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB FBMS do not and will not not, (i1) constitute a breach or violation of, or a default under, the articles of incorporation and bylaws of FBMS or any of its 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 or assets, (3) violate, 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 terminationtermination or cancellation under, accelerate the performance required by, or result in the acceleration creation of any right Lien upon any of the respective properties or obligation assets of FBMS or any of its Subsidiaries under, any 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 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 (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, order permit, license, credit agreementagreements, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise contract, franchise, agreement or other agreement of CZFS instrument or of any of its Subsidiaries or obligation except with regard to which CZFS or any of its Subsidiariesclauses (2)-(4), properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) FBMS. As of the date of this Agreementhereof, CZFS FBMS has no Knowledge of any reasons relating reason, with respect to CZFSFBMS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Acti) why any of the Regulatory Approvals shall and other necessary consents and approvals will not be received from in order to permit consummation of the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementMerger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS it or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB it of this Agreement or to consummate the transactions contemplated herebyMerger, except for (iA) filings of applicationsapplications and notices with, notices receipt of approvals or waiver requestsnonobjections from, and consentsexpiration of related waiting periods required by federal and state banking authorities, approvals or waivers including applications and notices under the BHC Act and an application to the Texas 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 Proxy Statement with the SEC, and declaration by the SEC of the Registration Statement’s effectiveness under the Securities Act, (D) receipt of the applicable shareholder approval described in Section 4.08(b5.03(f). As , (E) the filing of the date hereofArticles of Merger and the issuance of the Certificate of Merger, CZFS has no Knowledge of any reason why and (F) such filings with applicable securities exchanges to obtain the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions authorizations for listing contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), . (2) Subject to receipt of the consents and approvals referred to in the preceding paragraph, and the expiration of related waiting periods, and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result or give rise to any Lien or any acceleration of remedies, penalty, increase in a material benefit payable or right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS it or of any of its Subsidiaries or to which CZFS it or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, its Constituent Documents or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c3) As of the date of this Agreement, CZFS has no Knowledge it is not aware of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with reason why the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall necessary regulatory approvals and consents will not be received from in order to permit consummation of the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementMerger on a timely basis.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any governmental or regulatory authority, agency, court, commission or other entity, domestic or foreign (“Governmental Authority Entity”), or with any third party are required to be made or obtained by CZFS it or any of its Subsidiaries subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB it of this Agreement Plan or to consummate the transactions contemplated hereby, except for (iA) filings and approvals of applicationsapplications with and by federal and state banking authorities as Previously Disclosed, notices or waiver requests(B) filings with the Securities and Exchange Commission (“SEC”) and state securities authorities, and consents, approvals or waivers (C) the shareholder approval described in Section 4.08(b). As of the date hereof, CZFS 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. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”4.3(e)(3), (2D) the required filings under federal filing of a certificate of merger with the Department of State of the State of New York and state securities lawsthe filing of a certificate of merger with the Secretary of State of the State of Delaware, (3E) the declaration execution and delivery by Parent, the Company and the relevant trustees or agents, as applicable, of effectiveness 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 Merger Registration Statement by the SEC, Company’s Disclosure Letter and (4F) approval the filing with NASDAQ of a notification of the listing on NASDAQ, subject to official notice of CZFS issuance, of the shares of Parent Common Stock to be issued in the Merger on Merger. (2) Subject to receipt of the NASDAQregulatory approvals and completion of the other matters referred to in clauses (A) through (F) of the preceding paragraph (the “Regulatory Approvals”) and the expiration of related waiting periods, the execution, delivery and performance of this Agreement Plan and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not not: (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies, any right of termination, termination or the acceleration loss of any right or obligation under, benefit under (i) any law, statute, code, ordinance, rule or regulation or any regulation, judgment, decree, order, permitaward, licensewrit or injunction issued, credit promulgated or entered into by or with any Governmental Entity applicable to it or any of its subsidiaries or any of their respective properties, rights or assets, or (ii) material agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreementlicense, lease, instrument, concession, franchise permit or other agreement instrument or obligation of CZFS it or of any of its Subsidiaries subsidiaries or to which CZFS it or any of its Subsidiaries, subsidiaries or properties or assets 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, rights or assets or material agreement, indenture, license, lease, permit or other instrument or obligation; or (iiC) constitute a breach or violation of, or a default under, its Governing Documents or the charter or bylaws or other organizational documents Governing Documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCBits subsidiaries. (c3) As of the date hereof, it (A) knows of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB reason why (including, without limitation, compliance with the CRA or the USA PATRIOT Acti) why any of the all Regulatory Approvals shall not be received from any Governmental Entity required for the applicable Governmental Authorities having jurisdiction over consummation of the transactions contemplated by this AgreementPlan should not be obtained on a timely basis or (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 Section 368(a) of the Internal Revenue Code.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS it or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB it of this Agreement or to consummate the transactions contemplated herebyMerger, except for (iA) filings of applicationsapplications and notices with, notices receipt of approvals or waiver requestsno objections from, and consentsthe 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 waivers described in Section 4.08(b). As nonobjections from, the state securities authorities, applicable securities exchanges and self-regulatory organizations, (C) filing of the date hereofRegistration Statement and the Joint Proxy/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, CZFS has no Knowledge (D) the filing of any reason why the approvals set forth above Certificate of Merger and referred (E) such filings with applicable securities exchanges to in Section 6.01(a) will not be received in a timely manner. (b) Subject to obtain the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions listing authorizations contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), . (2) 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, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result or give rise to any Lien or any acceleration of remedies, penalty, increase in a benefit payable or right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS it or of any of its Subsidiaries or to which CZFS it or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter its or bylaws or other organizational documents any of CZFS, CZFSAC or FCCB, its Subsidiaries’ Governing Documents or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c3) As of the date of this Agreementhereof, CZFS has no Knowledge it is not aware of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with reason why the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall necessary regulatory approvals and consents will not be received from in order to permit consummation of the applicable Governmental Authorities having jurisdiction over Merger and the transactions contemplated by this AgreementBank Merger on a timely basis.

Regulatory Approvals; No Defaults. (a) No Except as disclosed on LSBG Disclosure Schedule 3.07, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS LSBG or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC LSBG or FCCB Lake Sunapee Bank of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b)by the OCC, as may be required, and (ii) the approval of this Agreement by the requisite affirmative vote of the holders of the outstanding shares of LSBG Common Stock. As of the date hereof, CZFS has no Knowledge 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. (b) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreementpreceding paragraph, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by LSBG, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the charter or Bylaws (or similar governing documents) of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS LSBG or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to LSBG or any of its Subsidiaries, credit agreementor any of their properties or assets or (iii) violate, indentureconflict with, loanresult 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 respective properties or assets of LSBG or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreement, except for such violations, conflicts, breaches instrument or defaults under clause (i) obligation to which LSBG or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not its Subsidiaries is a party, or by which they or any of their respective properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS WFD or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC WFD or FCCB Westfield Bank of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b)by the FRB and the OCC, as may be required, and (ii) the approval of this Agreement by the requisite affirmative vote of the holders of the outstanding shares of WFD Common Stock. As of the date hereof, CZFS has no Knowledge 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. (b) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals preceding paragraph and expiration of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by WFD, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the charter or Bylaws (or similar governing documents) of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS WFD or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to WFD or any of its Subsidiaries, credit agreementor any of their respective properties or assets or (iii) violate, indentureconflict with, loanresult 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 respective properties or assets of WFD or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreement, except for such violations, conflicts, breaches instrument or defaults under clause (i) obligation to which WFD or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not its Subsidiaries is a party, or by which they or any of their respective properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS NB&T Financial or any of its Subsidiaries NBTC in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB NB&T Financial of this Agreement or to consummate the consummation of the transactions contemplated hereby, including the Merger, except as set forth in NB&T Financial’s Disclosure Schedule and except for (iA) the filings of applications, waivers or notices and the Agreement to Merge, as applicable, with Regulatory Authorities to approve the transactions contemplated by the Agreement, (B) the filing with the SEC and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act including the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the meetings, including any adjournments or waiver requestspostponements thereof, of NB&T Financial shareholders and Peoples shareholders to be held in connection with this Agreement and the Merger (the “NB&T Financial Meeting” and the “Peoples Meeting,” as the case may be), (C) NB&T Financial Shareholder Adoption and Peoples Shareholder Adoption, (D) the filing of the certificate of merger with the OSS pursuant to the OGCL, and consents, (E) the receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). . (ii) As of the date hereof, CZFS has no Knowledge NB&T Financial is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (biii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1consents and approvals noted in Section 5.03(f)(i) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (includinghereby, without limitation, including the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS NB&T Financial or of any of its Subsidiaries or to which CZFS NB&T Financial or any of its Subsidiaries, Subsidiaries or their properties or assets is are subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter NB&T Financial Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCBthe NB&T Financial Regulations, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS CMS or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB CMS of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings of applications, notices and the Agreement to Merge with, or waiver requestsrequests for approvals and waivers from, as applicable, federal and consents, state banking authorities and other Regulatory Authorities; (B) receipt of the regulatory approvals or waivers described set forth in Section 4.08(b7.01(b); (C) the filing of the Proxy Statement-Prospectus; (D) the filing of the articles of merger with the Delaware Secretary of State; and (E) the expiration or termination of any applicable waiting period under any applicable regulation. As of the date hereof, CZFS has no Knowledge except as Previously Disclosed, CMS is not aware of any reason related to CMS or its Subsidiaries why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, regulatory approvals, waivers or nonthe CMS Stockholder Approval and third-objections party consents with respect to Material Contracts as Previously Disclosed, the expiration of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB certain regulatory waiting periods and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQLaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any lawLaw, rule governmental permit or regulation license or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement Material Contract of CZFS CMS or of any of its Subsidiaries or to which CZFS CMS or any of its Subsidiaries, Subsidiaries or properties or assets 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, (iiB) constitute a breach or violation of, or a default under, the charter CMS Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCBthe CMS Bylaws, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such lawLaw, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise governmental permit or other agreement, except for such violations, conflicts, breaches license or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCBContract. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any governmental or regulatory authority, agency, court, commission or other entity, domestic or foreign (“Governmental Authority Entity”) or with any third party are required to be made or obtained by CZFS it or any of its Subsidiaries subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB it of this Agreement Plan or to consummate the transactions contemplated hereby, Merger except for (iA) filings and approvals of applicationsapplications with and by federal and state banking authorities as Previously Disclosed, notices or waiver requests(B) filings with the Securities and Exchange Commission (“SEC”) and state securities authorities, and consents, approvals or waivers (C) the stockholder approval described in Section 4.08(b5.2(a). As , (D) the filing of the date hereofArticles of Merger with the Maryland Department pursuant to Section 3-107 of the MGCL, CZFS has no Knowledge and (E) the execution and delivery by the Company and the relevant trustees or agents of any reason why supplemental indentures and relevant documents under the approvals provisions of the Company’s trust preferred securities instruments and the Company and its subsidiaries’ debt indentures set forth above on Section 5.14 of the Company’s Disclosure Schedule. (2) Subject to receipt of the regulatory approvals and completion of the other matters referred to in Section 6.01(a) will not be received in a timely manner. the preceding paragraph (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) and the expiration of related waiting periods, and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement Plan and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies, any right of termination, termination or the acceleration loss of any right or obligation benefit under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or material agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS it or of any of its Subsidiaries subsidiaries or to which CZFS it or any of its Subsidiaries, subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, its Governing Documents or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit material agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c3) As of the date hereof, it (a) knows of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB reason why (including, without limitation, compliance with the CRA or the USA PATRIOT Act1) why any of the all Regulatory Approvals shall not be received from any Governmental Entity required for the applicable Governmental Authorities having jurisdiction over consummation of the transactions contemplated by this AgreementPlan 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. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS NBT or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC NBT or FCCB NBT Bank of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b)4.08. As of the date hereof, CZFS NBT 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. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals approvals, waivers or non-objections of each of the FRB FRB, the OCC and the PADOBS CTDOB, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS NBT Stock to be issued in connection with the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC NBT and FCCB NBT Bank do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS NBT or of any of its Subsidiaries or to which CZFS NBT or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC NBT or FCCBNBT Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC NBT or FCCBNBT Bank. (c) As of the date of this Agreement, CZFS NBT has no Knowledge of any reasons relating to CZFS, CZFSAC NBT or FCCB NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB the Acquiror of this Agreement or to consummate the Merger or the other transactions contemplated hereby, hereby except for (iA) filings the filing of applicationsapplications and notices, notices or waiver requestsas applicable, with the Federal Reserve System, the NCCOB and the FDBF with respect to the Merger; (B) the filing of a notification, if required, and consentsexpiration of the related waiting period under the HSR Act, approvals or waivers described in Section 4.08(b(C) the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL; and (D) approval by the Superintendent of Financial Institutions under the Bank Act (Canada). As of the date hereof, CZFS has no Knowledge the Acquiror is not aware of any reason why the approvals set forth above and referred of all Governmental Authorities necessary to in Section 6.01(a) permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in a timely mannerSection 7.01(b). (b2) Subject to the receipt of all consents, the regulatory approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals and expiration of the FRB waiting periods, referred to in the preceding paragraph and the PADOBS (“Regulatory Approvals”), (2) the making of all required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement Contract of CZFS the Acquiror or of any of its Subsidiaries or to which CZFS the Acquiror or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Constitutive Documents of the Acquiror or bylaws or other organizational documents any of CZFS, CZFSAC or FCCB, its Subsidiaries or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Company or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Company and Bank of this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b). As by the FRB, the OCC and the filing of the date hereof, CZFS has no Knowledge Articles of any reason why Merger with the approvals set forth above Maryland State Department of Assessments and referred to in Section 6.01(a) will not be received in a timely manner. (b) Taxation. Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required the approvals referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB preceding sentence and the PADOBS (“Regulatory Approvals”), (2) Requisite Company Shareholder Approval and the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQBank Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC Company and FCCB Bank do not and will not (i) constitute a breach or violation of, or a default under, the Articles of Incorporation, Bylaws or similar governing documents of Company and Bank, (ii) except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or Bank, or any of their respective properties or assets, (iii) 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, result in the creation of any Lien under, result in a right of termination, termination or the acceleration of any right or obligation under, any lawpermit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of, or any filing or notice to, any third party under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise contract, franchise, agreement or other agreement instrument or obligation, with only such exceptions in the case of CZFS or each of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or clauses (iii) require the consent or approval of any third party or Governmental Authority under any such lawand (iv), ruleas would not reasonably be expected to have, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCBCompany. (cb) As of the date of this Agreement, CZFS Company has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB reason (including, without limitation, compliance with the CRA or the USA PATRIOT Acti) why any of the Regulatory Approvals shall referred to in Section 7.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement, or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, or notice to, or authorizations, permits or declarations of, any Governmental Authority or with any third party other Person are required to be made or obtained by CZFS it or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB it of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filing of notices, and expiration of the related waiting period, under the HSR Act, (B) filings of applications, applications and notices or waiver requestswith, and consents, receipt of approvals or waivers described in Section 4.08(b). As nonobjections from, the SEC and state securities authorities, the National Association of Securities Dealers, Inc. and Nasdaq, (C) filings under the Exchange Act, (D) receipt of the date hereof, CZFS has no Knowledge CIMA Stockholder Approval and (E) the filing of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely mannerCertificate of Merger. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default underunder (or an event which with notice or lapse of time or both would become a default), result in a any loss of any benefit under, give rise to any Lien, any acceleration of remedies or any penalty, increase any benefit or right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise lease or other contract, commitment, agreement of CZFS or instrument to which it or of any of its Subsidiaries or to which CZFS its or any of its Subsidiaries, their properties or assets is subject or bound, (iiB) conflict with, constitute a breach or violation of, or a default under, the charter its Constituent Documents or bylaws or other organizational documents those of CZFS, CZFSAC or FCCB, any of its Subsidiaries or (iiiC) 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 the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise Law applicable to it or other agreement, except for such violations, conflicts, breaches its Subsidiaries or defaults under clause (i) by which any of its or (iii) hereof which, either individually its Subsidiaries' property or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCBassets is bound. (c3) As of the date of this Agreementhereof, CZFS has no Knowledge it is not aware of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with reason why the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall necessary regulatory approvals and consents will not be received from in order to permit consummation of the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementMerger.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB the Acquiror of this Agreement or to consummate the Merger or the other transactions contemplated hereby, hereby except for (iA) filings the filing of applicationsapplications and notices, notices or waiver requestsas applicable, with the Federal Reserve System, the OTS, the NCCOB and the GDBF with respect to the Merger; (B) the filing of a notification, if required, and consentsexpiration of the related waiting period under the HSR Act, approvals or waivers described in Section 4.08(b(C) the filing of articles of merger with the Secretary of State of the State of Georgia pursuant to the GBCC; and (D) approval by the Minister of Finance and the Office of the Superintendent of Financial Institutions under the Bank Act (Canada). As of the date hereof, CZFS has no Knowledge the Acquiror is not aware of any reason why the approvals set forth above and referred of all Governmental Authorities necessary to in Section 6.01(a) permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in a timely mannerSection 7.01(b). (b2) Subject to the receipt of all consents, the regulatory approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals and expiration of the FRB waiting periods, referred to in the preceding paragraph and the PADOBS (“Regulatory Approvals”), (2) the making of all required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement Contract of CZFS the Acquiror or of any of its Subsidiaries or to which CZFS the Acquiror or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter articles of incorporation or bylaws by-laws (or other organizational documents similar governing documents) of CZFS, CZFSAC the Acquiror or FCCBany of its Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Company or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Company and Bank of this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b). As by the FRB, the OCC and the filing of the date hereof, CZFS has no Knowledge Articles of any reason why Merger with the approvals set forth above Maryland State Department of Assessments and referred to in Section 6.01(a) will not be received in a timely manner. (b) Taxation and the Certificate of Merger with the Secretary of State of the State of Delaware. Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required the approvals referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB preceding sentence and the PADOBS (“Regulatory Approvals”), (2) Requisite Company Shareholder Approval and the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQBank Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC Company and FCCB Bank do not and will not (i) constitute a breach or violation of, or a default under, the Articles of Incorporation, Bylaws or similar governing documents of Company and Bank, (ii) except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or Bank, or any of their respective properties or assets, (iii) 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, result in the creation of any Lien under, result in a right of termination, termination or the acceleration of any right or obligation under, any lawpermit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of, or any filing or notice to, any third party under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise contract, franchise, agreement or other agreement instrument or obligation, with only such exceptions in the case of CZFS or each of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or clauses (iii) require the consent or approval of any third party or Governmental Authority under any such lawand (iv), ruleas would not reasonably be expected to have, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCBCompany. (cb) As of the date of this Agreement, CZFS Company has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB reason (including, without limitation, compliance with the CRA or the USA PATRIOT Acti) why any of the Regulatory Approvals shall referred to in Section 7.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement, or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB FBMS of this Agreement or to consummate the transactions contemplated herebyby this Agreement, including the Bank Merger, except for (i) the Regulatory Approvals, (ii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Form S-4, (iii) the filing of the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the OCC to cause the Bank Merger to become effective, (iv) such other filings of applicationsand reports as required pursuant to the Exchange Act and the rules and regulations promulgated thereunder, notices or waiver requestsapplicable stock exchange requirements, and (v) any consents, approvals authorizations, approvals, filings or waivers described exemptions in Section 4.08(b). As connection with compliance with the rules and regulations of any applicable SRO and the rules of the date hereof, CZFS has no Knowledge NASDAQ and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of any reason why various states in connection with the approvals set forth above issuance of the shares of FBMS Common Stock pursuant to this Agreement and referred to in Section 6.01(a) will not be received in a timely manner. (b) approval of listing of such FBMS Common Stock on the NASDAQ. Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required the approvals referred to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQpreceding sentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB FBMS do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or boundnot, (ii1) constitute a breach or violation of, or a default under, the charter or articles of incorporation and bylaws or other organizational documents of CZFSFBMS, CZFSAC or FCCB(2) violate any statute, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawcode, ordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to FBMS or any of its Subsidiaries, credit agreementor any of their respective properties or assets, indenture(3) violate, loanresult 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 respective properties or assets of FBMS or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreementinstrument or obligation to which FBMS or any of its Subsidiaries is a party, except for such violations, conflicts, breaches or defaults under clause (i) by which they or (iii) hereof which, either individually any of their respective properties or in the aggregate, would not reasonably assets may be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) bound. As of the date of this Agreementhereof, CZFS FBMS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB reason (including, without limitation, compliance with the CRA or the USA PATRIOT Acti) why any of the Regulatory Approvals shall and other necessary consents and approvals will not be received from in order to permit consummation of the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementMerger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS SFG or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB SFG of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings the filing of applications, notices notices, or waiver requeststhe Agreement to Merge, as applicable, with and consents, the approval of certain federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificate of merger with the OSS pursuant to the OGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or waivers described "Blue Sky" laws of various states in connection with the issuance of SFG Common Stock in the Parent Merger; and (E) receipt of the approvals set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge SFG is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals satisfaction of the FRB requirements referred to in the preceding paragraph and expiration of the PADOBS (“Regulatory Approvals”)related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS SFG or of any of its Subsidiaries or to which CZFS SFG or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter articles of incorporation or bylaws Code of Regulations (or other organizational documents similar governing documents) of CZFS, CZFSAC SFG or FCCBany of its Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No Except as would not be material, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Buyer and Buyer Bank of this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b). As by the FRB, the FDIC, the Arkansas State Bank Department, the Florida Office of Financial Regulation, the filing of the date hereofArticles of Merger with the Arkansas Secretary of State and the Florida Secretary of State, CZFS has no Knowledge respectively, the filing of any reason why the Articles of Bank Merger with the Arkansas State Bank Department, and the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement and compliance with the applicable requirements of the Exchange Act, and such filings and approvals set forth above and referred as are required to be made or obtained under the securities or “Blue Sky” laws of various states in Section 6.01(a) will not be received in a timely manner. (b) connection with the issuance of the shares of Buyer Common Stock pursuant to this Agreement. Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required the approvals referred to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQpreceding sentence, 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 CZFS, CZFSAC Buyer and FCCB Buyer Bank do not and will not (i) constitute a breach or violation of, or a default under, the Buyer Articles, Buyer Bylaws or similar governing documents of Buyer, Buyer Bank, or any of their respective Subsidiaries, (ii) except as would not be material, 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 or assets, (iii) 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, result in the creation of any Lien under, result in a right of termination, termination or the acceleration of any right or obligation under, any lawpermit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Buyer or any of its Subsidiaries or to which Buyer or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise contract, franchise, agreement or other agreement instrument or obligation, with only such exceptions in the case of CZFS or each of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or clauses (iii) require the consent or approval of any third party or Governmental Authority under any such lawand (iv), rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, as would not reasonably be expected to have have, a Material Adverse Effect on CZFS, CZFSAC or FCCBBuyer. (cb) As of the date of this Agreement, CZFS Buyer has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB reason (including, without limitation, compliance with the CRA or the USA PATRIOT Acti) why any of the Regulatory Approvals shall referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementAgreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS or any of its Subsidiaries Ion in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Ion of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated herebyhereby and thereby, except for (iA) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described by, the Federal Reserve Board, the FDIC, the Connecticut Banking Department, and the NJDBI, as required, (B) the filing of Articles of Merger with the Secretary of State of the State of Connecticut pursuant to the Connecticut Act, (C) the approval of this Agreement by a majority of the members of Ion MHC’s Board of Trustees, and (D) such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the foregoing federal and state banking agencies in Section 4.08(b)connection with the Holding Company Merger and the Bank Merger. As of the date hereofof this Agreement, CZFS has no Knowledge Ion is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a8.1(c) will not be received in a timely mannermanner and without the imposition of a condition, restriction or requirement of the type described in Section 8.1(c). (b) Subject to the receipt of all consentsthe approvals referred to in Section 6.4(a), approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement, as applicable, by Ion, and the consummation of the Transactions and the other transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB thereby do not and will not (iA) constitute a breach or violation of, or a default under (or, with notice or lapse of time, or both, would constitute a default under), result in a or give rise to any Lien, any acceleration of remedies or performance or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreementdeed of trust, leaselease or instrument of Ion, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS Ion or any of its Subsidiaries, the Ion respective properties or assets is subject subject, affected or boundbound (whether as issuer, guarantor, obligor or otherwise), (iiB) constitute a breach or violation of, or a default under, the corporate charter or bylaws (or other organizational documents similar governing documents) of CZFS, CZFSAC or FCCBIon, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreementdeed of trust, lease, lease or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, CZFS 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. (b) Subject to the receipt of all consents, approvals, waivers or non-objections consents and approvals of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS Agreement (“Regulatory Approvals”), (2) and the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC SBBX and FCCB SB One Bank do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS SBBX or of any of its Subsidiaries or to which CZFS SBBX or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, SBBX’s Restated Certificate of Incorporation or Second Amended and Restated Bylaws, or the charter or bylaws or other organizational documents Restated Certificate of CZFS, CZFSAC or FCCBIncorporation and Second Amended and Restated Bylaws of SB One Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (cb) As of the date of this Agreement, CZFS SBBX has no Knowledge of any reasons relating to CZFS, CZFSAC SBBX or FCCB SB One Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why (i) any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementAgreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS BKLA or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB BKLA of this Agreement Agreement, the Stock Option Agreement, the BKLA Warrant Agreement, or to consummate the transactions contemplated hereby, Merger except for (iA) filings of applicationsapplications or notices with the Commissioner, notices or waiver requeststhe FDIC and the Federal Reserve, as required, (B) filings with the SEC and consentsstate securities authorities and the approval of this Agreement by the shareholders of BKLA, approvals or waivers described in Section 4.08(b)(C) the filing of an agreement of merger with the California Secretary pursuant to the CGCL and with the Commissioner pursuant to the California Financial Code. As of the date hereof, CZFS has no Knowledge BKLA is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consentsthe approvals referred to in the preceding paragraph, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”)expiration of related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB thereby do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS BKLA or of any of its Subsidiaries or to which CZFS BKLA or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter BKLA Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCBthe BKLA By-Laws, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS it or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB it of this Agreement and the Option Agreements or to consummate the transactions contemplated hereby, Merger except for (iA) filings and approvals of applicationsapplications with and by federal and state banking authorities, notices or waiver requests(B) filings with the SEC and state securities authorities, and consents, approvals or waivers (C) the applicable stockholder approval described in Section 4.08(b5.03(f). As , (D) the filing of the date hereof, CZFS has no Knowledge Articles of any reason why Merger with the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject Tennessee Secretary pursuant to the receipt TBCA and the Certificate of all consents, approvals, waivers or non-objections of a Governmental Authority required Merger with the Delaware Secretary pursuant to consummate the transactions DGCL and (E) such filings with applicable securities exchanges to obtain the authorizations for listing contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), . (2) Subject to receipt of the regulatory approvals referred to in the preceding paragraph, and the expiration of related waiting periods, and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS it or of any of its Subsidiaries or to which CZFS it or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, its Constituent Documents or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Peoples or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Peoples and Peoples Bank of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) the filing of applications and notices, as applicable, with the federal and state banking authorities to approve the transactions contemplated by this Agreement; (B) the filings of applications, notices or waiver requests, the certificates of merger with the OSS pursuant to the OGCL; and consents, (C) receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge neither Peoples nor Peoples Bank is aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”set forth in Section 7.01(b), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Peoples or of any of its Subsidiaries or to which CZFS Peoples or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational governing documents of CZFS, CZFSAC Peoples or FCCBPeoples Bank, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or a material license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS PFBI or any of its Significant Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB PFBI of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings the filing of applications, notices or waiver requestsnotices, and consentsother documents and instruments, as applicable, with the Regulatory Authorities to approve the transactions contemplated by this Agreement; (B) the filings of the articles or certificates of merger with the KSS pursuant to the KBCA and the OCC; and (C) receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge PFBI is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”set forth in Section 7.01(b), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS PFBI or of any of its Significant Subsidiaries or to which CZFS PFBI or any of its Subsidiaries, Significant Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter PFBI Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCBPFBI Bylaws, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB the Acquiror of this Agreement or to consummate the Merger or the other transactions contemplated hereby, hereby except for (iA) filings the filing of applicationsapplications and notices, notices or waiver requestsas applicable, with the Federal Reserve System, the NCCOB and the GDBF with respect to the Merger; (B) the filing of a notification, if required, and consentsexpiration of the related waiting period under the HSR Act, approvals or waivers described in Section 4.08(b(C) the filing of articles of merger with the Secretary of State of the State of Georgia pursuant to the GBCC; and (D) approval by the Superintendent of Financial Institutions under the Bank Act (Canada). As of the date hereof, CZFS has no Knowledge the Acquiror is not aware of any reason why the approvals set forth above and referred of all Governmental Authorities necessary to in Section 6.01(a) permit consummation of the transactions contemplated hereby will not be received in on a timely mannerbasis without the imposition of a condition or requirement described in Section 7.01(b). (b2) Subject to the receipt of all consents, the regulatory approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals and expiration of the FRB waiting periods, referred to in the preceding paragraph and the PADOBS (“Regulatory Approvals”), (2) the making of all required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result or give rise to any Lien, any acceleration of remedies, penalty, increase in a material benefit payable or right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement Contract of CZFS the Acquiror or of any of its Subsidiaries or to which CZFS the Acquiror or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Constitutive Documents of the Acquiror or bylaws or other organizational documents any of CZFS, CZFSAC or FCCB, its Subsidiaries or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise governmental permit or other agreement, except for such violations, conflicts, breaches license or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCBContract. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS City 13080998v7 or any of its Significant Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB City of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings the filing of applications, notices or waiver requestsnotices, and consentsthe Agreement to Merge, as applicable, with the federal and state banking authorities to approve the transactions contemplated by this Agreement; (B) the filings of the certificate of merger with the WVSS pursuant to the WVBCA; and (C) receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge City is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”set forth in Section 7.01(b), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS City or of any of its Significant Subsidiaries or to which CZFS City or any of its Subsidiaries, Significant Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter City Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCBCity Bylaws, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Clear of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described by, the Federal Reserve Board, and the Wyoming Division of Banking, as may be required, (B) the filing of the Statement of Merger with the Secretary of State of the State of Wyoming pursuant to the WBCA; and (C) receipt of the approvals set forth in Section 4.08(b8.01(b). As of the date hereof, CZFS has no Knowledge Clear is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 8.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals satisfaction of the FRB requirements referred to in the preceding paragraph and expiration of the PADOBS (“Regulatory Approvals”)related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indentureindenture or instrument of Clear, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, to which Clear, any of its Subsidiaries, or their properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Articles of Incorporation or bylaws Bylaws (or other organizational documents similar governing documents) of CZFS, CZFSAC Clear or FCCBany of its Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Ahmanson or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Ahmanson of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) the filings and approvals of applications, notices applications with and by the OTS; (B) approval of the listing on the NYSE of Ahmanson Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Ahmanson Registration Statement; (D) the filing of a certificate of merger with the Delaware Secretary pursuant to the DGCL; and (E) such filings as are required to be made or waiver requests, and consents, approvals as are required to be obtained under the securities or waivers described "Blue Sky" laws of various states in Section 4.08(b)connection with the issuance of Ahmanson Stock in the Merger. As of the date hereof, CZFS has no Knowledge Ahmanson is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required the regulatory approvals referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals preceding paragraph and expiration of the FRB related waiting periods, and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Ahmanson or of any of its Subsidiaries or to which CZFS Ahmanson or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter certificate of incorporation or bylaws by-laws (or other organizational documents similar governing documents) of CZFS, CZFSAC Ahmanson or FCCBany of its Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS SFG or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB SFG of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings the filing of applications, notices notices, or waiver requeststhe Agreement to Merge, as applicable, with the federal and consents, state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the articles of merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or waivers described "Blue Sky" laws of various states in connection with the issuance of SFG Common Stock in the FWB Merger; and (E) receipt of the approvals set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge SFG is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals satisfaction of the FRB requirements referred to in the preceding paragraph and expiration of the PADOBS (“Regulatory Approvals”)related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS SFG or of any of its Subsidiaries or to which CZFS SFG or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Articles of Incorporation or bylaws Code of Regulations (or other organizational documents similar governing documents) of CZFS, CZFSAC SFG or FCCBany of its Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Seller, the Bank or any of its the Subsidiaries of Parent in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB the Seller of this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described by the OCC, the FRB, and the FDIC, (ii) the Requisite Parent Shareholder Approval and (iii) any filings required to effectuate the Bank Merger. Each consent, approval or waiver by the OCC, the FRB, and the FDIC referred to in Section 4.08(b)the preceding sentence is a “Regulatory Approval” with respect to the obligations of Parent pursuant hereto. As of the date hereof, CZFS has no Knowledge Seller is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a) Regulatory Approvals will not be received in a timely manner. (b) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate the transactions contemplated by this Agreementin Section 3.07(a), including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the Organizational Documents of termination, the Parent or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or boundBank, (ii) constitute a breach or violation of), or a default underto the Seller’s Knowledge, the charter or bylaws or other organizational documents of CZFSviolate any statute, CZFSAC or FCCBcode, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to Parent, credit agreementthe Bank or any of their Subsidiaries, indentureor any of their properties or assets, loanor (iii), except as set forth on Disclosure Schedule Section 3.07(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 Parent, the Bank or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreementinstrument or obligation to which Parent, except for such violations, conflicts, breaches the Bank or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not their Subsidiaries is a party, or by which it or any of its or their properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS BNB or any of its Subsidiaries BNB Bank in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB BNB of this Agreement or to consummate the consummation of the transactions contemplated hereby, including the Merger, except for (iA) filings the filing of applications, notices and the Agreement to Merge, as applicable, with Regulatory Authorities to approve the transactions contemplated by the Agreement, (B) the filing with the SEC and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act including the proxy statement/prospectus relating to the meeting, including any adjournments or waiver requestspostponements thereof, of BNB shareholders, (C) BNB Shareholder Adoption, (D) the filing of the certificate of merger with the OSS pursuant to the OGCL, and consents, (E) the receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). . (ii) As of the date hereof, CZFS has no Knowledge BNB is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (biii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1consents and approvals noted in Section 5.03(f)(i) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (includinghereby, without limitation, including the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS BNB or of any of its Subsidiaries BNB Bank or to which CZFS BNB or any of its Subsidiaries, BNB Bank or their properties or assets is are subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter BNB Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, the BNB Regulations or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Benchmark or any of its Subsidiaries Benchmark Bank in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Benchmark of this Agreement or to consummate the consummation of the transactions contemplated hereby, including the Merger, except for (iA) the filings of applications, notices or waiver requestsand the Agreement to Merge, as applicable, with Regulatory Authorities to approve the transactions contemplated by the Agreement, (B) the filing of the certificate of merger with the OSS pursuant to the OGCL, and consents, (C) the receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS Benchmark has no Knowledge of any reason why that the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the Benchmark Shareholder Adoption, the receipt of all consentsthe approvals set forth in Section 7.01(b), approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (includinghereby, without limitation, including the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Benchmark or of any of its Subsidiaries Benchmark Bank or to which CZFS Benchmark or any of its Subsidiaries, Benchmark Bank or their properties or assets is are subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Benchmark Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, the Benchmark Regulations or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS CWBC or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB CWBC of this Agreement or to consummate the transactions contemplated hereby, except for (i) for filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described by, the Federal Reserve Board, the FDIC, the OCC and the DFPI, as required, (ii) filings with the SEC and state securities authorities, as applicable, in Section 4.08(b). As connection with the issuance of CVCY Common Stock in the Merger, (iii) approval of listing of such CVCY Common Stock on the NASDAQ Capital Market, (iv) the filing of the date hereofAgreement of Merger with the Secretary of State of the State of California pursuant to the CGCL and the Bank Merger Agreement with the Secretary of State of the State of California and the DFPI pursuant to the CGCL and the CFC, CZFS has no Knowledge and (v) receipt of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely mannerRequisite Shareholder Approvals. (bii) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreementwaivers, including, without limitation, (1) approvals of the FRB filings and registrations Previously Disclosed and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQany requisite waiting periods, the execution, delivery and performance of this Agreement by CWBC, and the consummation of the transactions contemplated hereby (includinghereby, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both would constitute a default) under, or give rise to any right on the part of any third party, any Lien, any acceleration of remedies or any right of termination under, or result in any termination or loss to CWBC of any benefit or right under, any Law, judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of CWBC or to which CWBC or any of its properties is subject or bound, (B) constitute a breach or violation of, or a default under, result in a right of terminationor contravene or conflict with the CWBC Articles, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise CWBC Bylaws or other agreement governing documents of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or boundCWBC, (ii) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulationLaw, judgment, decree, injunction, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof whichas would not reasonably be expected to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC CWBC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS the Company or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB the Company of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings of applicationsapplications and notices with the SEC and United States state securities authorities, notices (B) compliance with any applicable requirements of the HSR Act, (C) the approval of this Agreement by the stockholders of the Company, (D) any consent, authorizations, approvals, filings or waiver requestsexemptions in connection with compliance with the applicable provisions of United States federal and state, and consentsforeign laws (including, approvals without limitation, securities and insurance laws) relating to the regulation of broker-dealers, investment advisers and insurance agencies and any applicable domestic or waivers described in Section 4.08(bforeign industry self-regulatory organization ("SRO"), and the rules of the NYSE, and (E) the filing of a certificate of merger with the Delaware Secretary of State and the New York Department of State. As of the date hereof, CZFS has no Knowledge the Company is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.1(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.1(b). (bii) Subject to the receipt of all consentsthe regulatory approvals referred to in the preceding paragraph, approvalsand expiration of related waiting periods, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under United States federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB thereby do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permitgovernmental, SRO rule, regulation or membership agreement or other permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS the Company or of any of its Subsidiaries or to which CZFS the Company or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Company's Certificate of Incorporation or bylaws or other organizational documents of CZFS, CZFSAC or FCCBthe Company's By-Laws, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permitgovernmental, SRO rule, regulation or membership agreement or other permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS CVCY, Central Valley Community Bank, or any of its Subsidiaries their affiliates in connection with the execution, delivery or performance by CZFS, CZFSAC CVCY or FCCB Central Valley Community Bank of this Agreement or to consummate the transactions contemplated hereby, except for (iA) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in by the DBO, the FDIC, the Federal Reserve Board (if deemed necessary) and the NASDAQ Capital Market (if deemed necessary), (B) the filing and effectiveness of an SEC registration statement on Form S-4, (C) the filing and effectiveness of an SEC registration statement on Form S-8 as contemplated by Section 4.08(b). As 5.19, and (D) the filing of the date hereof, CZFS has no Knowledge merger agreement with the California Secretary of any reason why State and the approvals set forth above and referred DBO with respect to in Section 6.01(a) will not be received in a timely mannerthe Merger. (bii) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQpreceding paragraph, the execution, delivery and performance of this Agreement by CVCY and Central Valley Community Bank, the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS CVCY or of Central Valley Community Bank by which any of its Subsidiaries or to which CZFS or any of its Subsidiaries, their respective properties or assets is are subject or bound, (iiB) constitute a breach or violation of, or a default under, under the charter or bylaws or other organizational governing documents of CZFS, CZFSAC CVCY or FCCB, Central Valley Community Bank or (iiiC) require the Table of Contents any consent or approval of any third party or Governmental Authority under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS or any of its Subsidiaries Bank in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Bank of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b)by the Vermont Department of Banking, Insurance, Securities & Health Care Administration and the FDIC, and (ii) the approval of this Agreement by the a majority of the holders of the outstanding shares of Bank Stock. As of the date hereof, CZFS has no Knowledge Bank is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received in a timely manner. (b) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreementpreceding paragraph, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by Bank, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the Articles of termination, Incorporation or the acceleration Bylaws (or similar governing documents) of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or boundBank, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to Bank, credit agreementor any of its properties or assets or (iii) violate, indentureconflict with, loanresult 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 Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreementinstrument or obligation to which Bank is a party, except for such violations, conflicts, breaches or defaults under clause (i) by which it or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not its properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (ai) No Except for (A) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, the NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations, (B) the filing of any other required applications, filings or notices with the FRB, the SDAT, the SCC, any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any Governmental Authority and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (A), the “Regulatory Approvals”), (C) the filing with the SEC of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement, (D) the filing of the Articles of Merger with the SDAT and the SCC, (E) any notices to or filings with the Small Business Administration, and (F) the consents and approvals of third parties that are not Governmental Authorities required to consummate the Merger, each of which are set forth in Section 5.03(f) of the Company Disclosure Schedule, no consents or approvals of, of or waivers by, notices to or filings or registrations with, with any Governmental Authority or with any other third party are required to be made or obtained by CZFS or any of its Subsidiaries necessary in connection with the execution, execution and delivery or performance by CZFS, CZFSAC or FCCB of this Agreement or to consummate and the consummation by the Company of the Merger and the other transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b)by this Agreement. As of the date hereof, CZFS has no to the Knowledge of any the Company, there is no reason why the approvals set forth above and referred to in Section 6.01(a) will requisite Regulatory Approvals would not be received in on a timely mannerbasis. (bii) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB preceding paragraph and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB Transaction do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS or of any of its Subsidiaries the Company or to which CZFS the Company or any of its Subsidiaries, properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Company Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, the Company Bylaws or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No Except as would not be material, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Buyer and Buyer Bank of this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b). As by the FRB, the FRBank, the FDIC, the Missouri Division of Finance, respectively, and the filing with the SEC of the date hereofProxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement and compliance with the applicable requirements of the Exchange Act, CZFS has no Knowledge and such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of any reason why various states in connection with the approvals set forth above and referred issuance of the shares of Buyer Common Stock pursuant to in Section 6.01(a) will not be received in a timely manner. (b) this Agreement. Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required the approvals referred to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQpreceding sentence, 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 CZFS, CZFSAC Buyer and FCCB Buyer Bank do not and will not (i) constitute a breach or violation of, or a default under, the Buyer Certificate, Buyer Bylaws or similar governing documents of Buyer, Buyer Bank, or any of their respective Subsidiaries, (ii) except as would not be material, 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 or assets, (iii) 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, result in the creation of any Lien (other than Permitted Liens) under, result in a right of termination, termination or the acceleration of any right or obligation under, any lawBuyer Material Contract, or (iv) except as set forth in Buyer Disclosure Schedule 4.08(a) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise contract, franchise, agreement or other agreement instrument or obligation, with only such exceptions in the case of CZFS or each of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or clauses (iii) require the consent or approval of any third party or Governmental Authority under any such lawand (iv), rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC Buyer or FCCBBuyer Bank. (cb) As of the date of this Agreementhereof, CZFS Buyer has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB reason that (including, without limitation, compliance with the CRA or the USA PATRIOT Acti) why any of the Regulatory Approvals shall referred to in Section 6.01(b) will not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementAgreement or (ii) any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Purchaser or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Purchaser of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings the filing of applications, notices or waiver requeststhe Agreement to Merge, as applicable, with the federal and consents, state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the articles of merger with the Department of State of the Commonwealth of Pennsylvania; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or waivers described “Blue Sky” laws of various states in connection with the issuance of Purchaser Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge Purchaser is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals satisfaction of the FRB requirements referred to in the preceding paragraph and expiration of the PADOBS (“Regulatory Approvals”)related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Purchaser or of any of its Subsidiaries or to which CZFS Purchaser or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Articles of Incorporation or bylaws Bylaws (or other organizational documents similar governing documents) of CZFS, CZFSAC Purchaser or FCCBany of its Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS the Company or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB it of this Agreement or to consummate the transactions contemplated herebyMerger, except for (iA) the filings of applicationsapplications and notices with, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, CZFS 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. (b) Subject to the receipt of all consents, approvals, waivers approvals or non-objections from, and expiration of a related waiting periods, required by U.S. federal or foreign Governmental Authority required to consummate Authorities, including Gaming Authorities set forth on Section 4.02(f)(A) of the transactions contemplated by this Agreement, including, without limitationDisclosure Schedule, (1B) approvals filing of notices, and expiration of the FRB related waiting period, under each Applicable Antitrust Law set forth on Section 4.02(f)(B) of the Disclosure Schedule, (C) filings as may be required by the Securities Act or the Exchange Act, (D) receipt of the Company Stockholder Consent, and (E) the filing of the Articles of Merger and the PADOBS (“Regulatory Approvals”), issuance of the Articles of Merger. (2) Subject to receipt of the consents and approvals referred to in the preceding paragraph, and the expiration of related waiting periods, and required filings under with U.S. federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQor foreign Governmental Authorities, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB Transactions do not and will not (iA) constitute a breach or violation of, or a default under, result or give rise to any Lien or any acceleration of remedies, penalty, increase in a material benefit payable or right of termination, or the acceleration of any right or obligation termination under, any lawLaw, rule or regulation or any judgment, decree, order, permit, governmental Permit or license, credit or agreement, indentureContract, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS the Company or of any of its Subsidiaries or to which CZFS it or any of its Subsidiaries, Subsidiaries or properties or assets is subject or boundbound except for any such breach or violation which is not, individually or in the aggregate, material to the Company on a consolidated basis or does not prevent or materially delay the Company from performing its obligations under this Agreement, (iiB) constitute a breach or violation of, or a default under, the charter Constituent Documents of the Company or bylaws or other organizational documents any of CZFS, CZFSAC or FCCB, its Significant Subsidiaries or (iiiC) require requires the Company or any of its Significant Subsidiaries to obtain the any consent or approval of any third party or Governmental Authority under any such lawLaw, rule, regulation, judgment, decree, order, permitgovernmental Permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise license or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCBContract. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS LCNB or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB LCNB of this Agreement or except for (A) the filing of applications and notices, as applicable, with the federal and state banking authorities to approve the transactions contemplated by this Agreement; and (B) receipt of the regulatory approvals required to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, CZFS has no Knowledge LCNB is not aware of any reason why the regulatory approvals set forth above and referred required to in Section 6.01(a) consummate the transactions contemplated hereby will not be received without the imposition of any condition, restriction or requirement described in a timely mannerSection 6.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority the regulatory approvals required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB hereby and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS LCNB or of any of its Subsidiaries or to which CZFS LCNB or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter LCNB Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCBLCNB Regulations, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Purchaser or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Purchaser of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings the filing of applications, notices or waiver requeststhe Agreement to Merge, as applicable, with the federal and consents, state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the articles of merger with the Department of State of the Commonwealth of Pennsylvania; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or waivers described “Blue Sky” laws of various states in connection with the issuance of Purchaser Common Stock in the Parent Merger; and (E) receipt of the approvals set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge Purchaser is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals satisfaction of the FRB requirements referred to in the preceding paragraph and expiration of the PADOBS (“Regulatory Approvals”)related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Purchaser or of any of its Subsidiaries or to which CZFS Purchaser or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Articles of Incorporation or bylaws Bylaws (or other organizational documents similar governing documents) of CZFS, CZFSAC Purchaser or FCCBany of its Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, CZFS 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. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB Regulatory Approvals and the PADOBS (“Regulatory Bank Merger Approvals”), (2) and the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, 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 CZFS, CZFSAC and FCCB Buyer do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS Buyer or of any of its Subsidiaries or to which CZFS Buyer or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter Buyer’s Certificate of Incorporation or bylaws or other organizational documents of CZFS, CZFSAC or FCCBBylaws, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (cb) As of the date of this Agreement, CZFS Buyer has no Knowledge of any reasons relating to CZFS, CZFSAC Buyer or FCCB Buyer Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why (i) any of the Regulatory Approvals or the Bank Merger Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementAgreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (ai) No Except as Previously Disclosed, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Parent or any of its Subsidiaries in connection with the execution, delivery or performance by CZFSParent, CZFSAC Vineyard Bank or FCCB Merger Subsidiary, as applicable, of this Agreement, the Agreement of Merger and the Agreement and Plan of Merger and Liquidation, or to consummate the transactions contemplated herebyTransaction, except for (iA) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b)by, the FDIC, the DFI or the OCC and the Federal Reserve Board, as required, and (B) the filing of the Agreement of Merger with the Secretary of the State of the State of California, and (C) the filing of the Agreement and Plan of Merger and Liquidation with the Secretary of State of the State of California and the DFI or the OCC, as required. As of the date hereof, CZFS has no Knowledge Parent is not aware of any reason why the approvals or waivers set forth above and referred to in Section 6.01(a7.01(b) will not be received in a timely mannermanner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (bii) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals preceding paragraph and expiration of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement, the Agreement of Merger and the Agreement and Plan of Merger and Liquidation by Parent, Vineyard Bank and Merger Subsidiary, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB Transaction do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Parent or of any of its Subsidiaries or to which CZFS Parent or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter articles of incorporation or bylaws (or other organizational documents similar governing documents) of CZFS, CZFSAC Parent or FCCB, any of its Subsidiaries or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Purchaser or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Purchaser of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings the filing of applications, notices or waiver requeststhe Agreement to Merge, as applicable, with the federal and consents, state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the articles of merger with the Department of State of the Commonwealth of Pennsylvania; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or waivers described "Blue Sky" laws of various states in connection with the issuance of Purchaser Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge Purchaser is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals satisfaction of the FRB requirements referred to in the preceding paragraph and expiration of the PADOBS (“Regulatory Approvals”)related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Purchaser or of any of its Subsidiaries or to which CZFS Purchaser or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Articles of Incorporation or bylaws Bylaws (or other organizational documents similar governing documents) of CZFS, CZFSAC Purchaser or FCCBany of its Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS CFB or any of its Subsidiaries Columbus First Bank in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB CFB of this Agreement or to consummate the consummation of the transactions contemplated hereby, including the Merger, except for (iA) the filings of applications, notices or waiver requestsand this Agreement and the Agreement to Merge, as applicable, with Regulatory Authorities and consents, approvals or waivers described in Section 4.08(b). the receipt of their approval of the transactions contemplated by this Agreement; (B) the filing of the certificate of merger with the OSS pursuant to the OGCL; and (C) CFB Shareholder Adoption. (ii) As of the date hereof, CZFS has no Knowledge CFB is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (biii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1consents and approvals noted in Section 5.03(f)(i) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (includinghereby, without limitation, including the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS CFB or of any of its Subsidiaries Columbus First Bank or to which CZFS CFB or Columbus First Bank or any of its Subsidiaries, their respective properties or assets is are subject or bound, ; (iiB) constitute a breach or violation of, or a default under, the charter CFB Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, the CFB Regulations; or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS the Company or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB the Company of this Agreement or for the Company to consummate the transactions contemplated hereby, Merger except for (iA) filings with the SEC and state securities authorities and the approval of applicationsthis Agreement by the stockholders of the Company, notices or waiver requests(B) the filing, if any, of an agreement of merger with the Utah Division pursuant to the UBCA, (C) the filing of a certificate of merger with the Delaware Secretary pursuant to the DGCL, and consents(D) the filing of applications and notices, approvals or waivers described in Section 4.08(b)as applicable, with the federal banking authorities and the Commissioner. As of the date hereof, CZFS has to the Company's knowledge, there is no Knowledge fact or circumstance pertaining to the Company or any of any reason why its Subsidiaries or Affiliates that could reasonably be expected to cause the approvals set forth above and referred to in Section 6.01(a7.01(b) will not to be received in a timely mannermanner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (bii) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required approvals and filings referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SECpreceding paragraph, and (4) approval expiration of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS the Company or of any of its Subsidiaries or to which CZFS the Company or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Company Certificate or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, the Company By-Laws or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No Except as Previously Disclosed, no consents or approvals of, or waivers by, or filings or registrations with, the shareholders of CSB, any Governmental Authority or with any third party are required to be made or obtained by CZFS CSB or any of its Significant Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB CSB of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings the filing of applications, notices or waiver requestsnotices, and consentsthe Agreement to Merge, as applicable, with the federal and state banking authorities to approve the transactions contemplated by this Agreement; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the articles of merger with the PDS pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or waivers described “Blue Sky” laws of various states in connection with the issuance of CSB Common Shares in the Parent Merger; and (E) receipt of the approvals set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS CSB has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”set forth in Section 7.01(b), (2) the expiration of related regulatory waiting periods, and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS CSB or of any of its Significant Subsidiaries or to which CZFS CSB or any of its Subsidiaries, Significant Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter CSB Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCBCSB Code, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC Buyer or FCCB Merger Sub of this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b). As by the FRB, the OCC and the filing of the date hereof, CZFS has no Knowledge Articles of any reason why Merger with the approvals set forth above Maryland State Department of Assessments and referred to in Section 6.01(a) will not be received in a timely manner. (b) Taxation and the Certificate of Merger with the Secretary of State of the State of Delaware. Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required the approvals referred to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQpreceding sentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC Buyer and FCCB Merger Sub do not and will not (i) constitute a breach or violation of, or a default under, the Certificate of Incorporation and Bylaws of Buyer or Merger Sub or similar governing documents of Buyer or any of its Subsidiaries, (ii) except as would not be material, 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 or assets, (iii) 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, result in the creation of any Lien under, result in a right of termination, termination or the acceleration of any right or obligation under, any lawpermit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Buyer or any of its Subsidiaries or to which Buyer or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of, or any filing or notice to, any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise contract, franchise, agreement or other agreement instrument or obligation, with only such exceptions in the case of CZFS or each of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or clauses (iii) require the consent or approval of any third party or Governmental Authority under any such lawand (iv), ruleas would not reasonably be expected to have, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC Buyer or FCCBMerger Sub. (cb) As of the date of this Agreement, CZFS neither Buyer nor Merger Sub has no Knowledge of (i) any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) reason why any of the Regulatory Approvals shall referred to in Section 7.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement, (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS LCNB or any of its Subsidiaries Bank in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB LCNB of this Agreement or to consummate the Merger except for (A) the filing of applications, notices, and the Agreement to Merge, as applicable, with the federal and state banking authorities to approve the transactions contemplated by this Agreement; (B) the filings of the certificate of merger with the OSS pursuant to the OGCL; and (C) receipt of the approvals set forth in Section 7.01(b). LCNB does not require shareholder approval of this Agreement to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, CZFS has no Knowledge LCNB is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”set forth in Section 7.01(b), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS LCNB or of any of its Subsidiaries Bank or to which CZFS LCNB or any of its Subsidiaries, Bank or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter LCNB Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCBLCNB Regulations, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No Except as would not be material, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Buyer and Buyer Bank of this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b). As by the FRB, the FDIC, the Arkansas State Bank Department, the Florida Office of Financial Regulation, the filing of the date hereofArticles of Merger with the Arkansas Secretary of State and the Florida Secretary of State, CZFS has no Knowledge respectively, the filing of any reason why the Articles of Bank Merger with the Arkansas State Bank Department, and the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement and compliance with the applicable requirements of the Exchange Act, and such filings and approvals set forth above and referred as are required to be made or obtained under the securities or “Blue Sky” laws of various states in Section 6.01(a) will not be received in a timely manner. (b) connection with the issuance of the shares of Buyer Common Stock pursuant to this Agreement. Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required the approvals referred to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQpreceding sentence, 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 CZFS, CZFSAC Buyer and FCCB Buyer Bank do not and will not (i) constitute a breach or violation of, or a default under, the Buyer Articles, Buyer Bylaws or similar governing documents of Buyer, Buyer Bank, or any of their respective Subsidiaries, (ii) except as would not be material, 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 or assets, (iii) 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, result in the creation of any Lien under, result in a right of termination, termination or the acceleration of any right or obligation under, any lawpermit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Buyer or any of its Subsidiaries or to which Buyer or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise contract, franchise, agreement or other agreement of CZFS instrument or of any of its Subsidiaries or to which CZFS or any of its Subsidiariesobligation, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any with only such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or exceptions in the aggregatecase of each of clauses ‎(iii) and ‎(iv), as would not reasonably be expected to have have, a Material Adverse Effect on CZFS, CZFSAC or FCCBBuyer. (cb) As of the date of this Agreement, CZFS Buyer has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB reason (including, without limitation, compliance with the CRA or the USA PATRIOT Acti) why any of the Regulatory Approvals shall referred to in ‎‎Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementAgreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Xxxxx or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC Xxxxx or FCCB Xxxxx Bank of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b), and (ii) the approval of this Agreement by the requisite affirmative vote of the holders of the outstanding shares of Xxxxx Stock. As of the date hereof, CZFS Xxxxx 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. (b) Subject to the receipt of all the consents, approvals, approvals and waivers or non-objections of a Governmental Authority required to consummate and the transactions contemplated by this Agreement, including, without limitation, (1) approvals making of the FRB filings referred to in the preceding paragraph, and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by Xxxxx and Xxxxx Bank, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the Certificate of terminationIncorporation, as amended, and the Amended and Restated Bylaws of Xxxxx (or the acceleration similar governing documents) or similar governing documents of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to Xxxxx or any of its Subsidiaries, credit agreementor any of its properties or assets, indentureor (iii) except as set forth in Xxxxx Disclosure Schedule 3.08(b), loanviolate, 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 Xxxxx or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreementinstrument or obligation to which Evans or any of its Subsidiaries is a party, except or by which it or any of its properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii), for such violations, conflicts, breaches breaches, defaults or defaults under clause (i) termination or (iii) hereof cancellation rights which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC Xxxxx or FCCBXxxxx Bank. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC Buyer or FCCB Merger Sub of this Agreement or to consummate the transactions contemplated herebyby this Agreement, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b). As by the FRB, the OCC and the filing of the date hereof, CZFS has no Knowledge Articles of any reason why Merger with the approvals set forth above Maryland State Department of Assessments and referred to in Section 6.01(a) will not be received in a timely manner. (b) Taxation. Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required the approvals referred to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQpreceding sentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC Buyer and FCCB Merger Sub do not and will not (i) constitute a breach or violation of, or a default under, the Certificate of Incorporation and Bylaws of Buyer or Merger Sub or similar governing documents of Buyer or any of its Subsidiaries, (ii) except as would not be material, 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 or assets, (iii) 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, result in the creation of any Lien under, result in a right of termination, termination or the acceleration of any right or obligation under, any lawpermit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Buyer or any of its Subsidiaries or to which Buyer or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of, or any filing or notice to, any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise contract, franchise, agreement or other agreement instrument or obligation, with only such exceptions in the case of CZFS or each of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or clauses (iii) require the consent or approval of any third party or Governmental Authority under any such lawand (iv), ruleas would not reasonably be expected to have, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC Buyer or FCCBMerger Sub. (cb) As of the date of this Agreement, CZFS neither Buyer nor Merger Sub has no Knowledge of (i) any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) reason why any of the Regulatory Approvals shall referred to in Section 7.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement, (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (ai) No Except as Previously Disclosed, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Futura or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Futura of this Agreement or to consummate the consummation of the transactions contemplated hereby, including the Merger, except for (iA) the filings of applications, notices or waiver requestsand the Agreement to Merge, as applicable, with federal and state banking authorities to approve the transactions contemplated by the Agreement and to continue Futura’s trust powers and trust activities, (B) the filings with the SEC and state securities authorities, (C) the filing of the Certificate of Merger with the OSS pursuant to the OGCL, and consents, (D) the receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge Futura is not aware of any reason why the approvals set forth above and referred to in in Section 6.01(a7.01 (b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to Futura Shareholder Adoption, the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”set forth in Section 7.01(b), (2) the expiration of related regulatory waiting periods, and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (includinghereby, without limitation, including the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Futura or of any of its Subsidiaries or to which CZFS Futura or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Futura Articles or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, the Futura Code or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in . Without limiting the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As generality of the date of this Agreementforgoing, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any Merger will not constitute a “Control Share Acquisition,” as defined in Article VI of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementFutura Articles.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS EBNJ or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB EBNJ of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requestsrequests with, and consents, approvals or waivers described in Section 4.08(b)by SBBX, and (ii) the approval of this Agreement by the requisite affirmative vote of the holders of the outstanding shares of EBNJ Stock. As of the date hereof, CZFS has no Knowledge EBNJ 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. (b) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreementpreceding paragraph, including, without limitation, (1) approvals of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by EBNJ, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right the Certificate of termination, Incorporation or the acceleration Bylaws (or similar governing documents) of any right EBNJ or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement similar governing documents of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the charter or bylaws or other organizational documents of CZFS, CZFSAC or FCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to EBNJ or any of its Subsidiaries, credit agreementor any of its properties or assets or (iii) violate, indentureconflict with, loanresult 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 EBNJ or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreement, except for such violations, conflicts, breaches instrument or defaults under clause (i) obligation to which EBNJ or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not its Subsidiaries is a party, or by which it or any of its properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS NHTB or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC NHTB or FCCB Lake Sunapee Bank of this Agreement Agreement, or to consummate the transactions contemplated hereby, except for (iA) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described in Section 4.08(b)by, the OTS, the OCC and the FRB and (B) the approval of this Agreement by a majority of the holders of the outstanding shares of NHTB Stock. As of the date hereof, CZFS has no Knowledge NHTB is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a6.01(b) will not be received in a timely manner. (bii) Subject to receipt, or the receipt making, of all the consents, approvals, waivers or non-objections of a Governmental Authority required and filings referred to consummate in the transactions contemplated by this Agreement, including, without limitation, (1) approvals preceding paragraph and expiration of the FRB and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by NHTB, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of CZFS or of any of its Subsidiaries or to which CZFS or any of its Subsidiaries, properties or assets is subject or bound, (iiA) constitute a breach or violation of, or a default under, the charter or bylaws (or other organizational documents similar governing documents) of CZFSNHTB or any of its Subsidiaries, CZFSAC or FCCB(B) violate any statute, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawcode, ordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to NHTB or any of its Subsidiaries, credit agreementor any of their respective properties or assets or (C) violate, indentureconflict with, loanresult 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 respective properties or assets of NHTB or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreement, except for such violations, conflicts, breaches instrument or defaults under clause (i) obligation to which NHTB or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not its Subsidiaries is a party, or by which they or any of their respective properties or assets may be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementbound or affected.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS Purchaser or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB Purchaser of this Agreement or to consummate the transactions contemplated hereby, Merger except for (iA) filings the filing of applications, notices notices, the Agreement to Merge, or waiver requeststhe articles of merger, and consents, or requests for approvals or waivers described waivers, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the articles of merger with the Department of State of the Commonwealth of Pennsylvania; (D) 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 Purchaser Common Stock in the Parent Merger; and (E) receipt of the approvals set forth in Section 4.08(b7.01(b). As of the date hereof, CZFS has no Knowledge Purchaser is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals satisfaction of the FRB requirements referred to in the preceding paragraph and expiration of the PADOBS (“Regulatory Approvals”)related waiting periods, (2) the and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS Purchaser or of any of its Subsidiaries or to which CZFS Purchaser or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the charter Articles of Incorporation or bylaws Bylaws (or other organizational documents similar governing documents) of CZFS, CZFSAC Purchaser or FCCBany of its Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CZFS CVCY or any of its Subsidiaries in connection with the execution, delivery or performance by CZFS, CZFSAC or FCCB CVCY of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, applications or notices or waiver requestswith, and consents, approvals or waivers described by, the Federal Reserve Board, the FDIC, the OCC and the DFPI, as required, (ii) filings with the SEC and state securities authorities, as applicable, in Section 4.08(b). As connection with the issuance of CVCY Common Stock in the Merger, (iii) approval of listing of such CVCY Common Stock on the NASDAQ Capital Market, (iv) the filing of the date hereofAgreement of Merger with the Secretary of State of the State of California pursuant to the CGCL and the Bank Merger Agreement with the Secretary of State of the State of California and the DFPI pursuant to the CGCL and the CFC, CZFS has no Knowledge and (iv) receipt of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely mannerRequisite Shareholder Approvals. (bii) Subject to receipt, or the receipt making, of all the consents, approvals, waivers and filings referred to in the preceding paragraph or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals of the FRB as Previously Disclosed and the PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of CZFS Stock to be issued in the Merger on the NASDAQany requisite waiting periods, the execution, delivery and performance of this Agreement and by CVCY, the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by CZFS, CZFSAC and FCCB do not and will not (iA) constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both would constitute a default) under, or give rise to any right on the part of any third party, any Lien, any acceleration of remedies or any right of termination under, or result in a right of termination, any termination or the acceleration loss to CVCY of any benefit or right or obligation under, any lawLaw, rule or regulation or any judgment, decree, injunction, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of CZFS CVCY or of any of its Subsidiaries or to by which CZFS or any of its Subsidiaries, their respective properties or assets is are subject or bound, (iiB) constitute a breach or violation of, or a default under, under the charter or bylaws or other organizational governing documents of CZFS, CZFSAC CVCY or FCCBany of its Subsidiaries, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulationLaw, judgment, decree, injunction, order, permitgovernmental permit or license, agreement, indenture or instrument. (iii) The execution, delivery and performance by CVCY of this Agreement and the consummation of the transactions provided for in this Agreement do not and will not (a) contravene or conflict with, or result in any violation or breach of, any provision of the CVCY Articles, the CVCY Bylaws, the Central Valley Community Bank Articles, the Central Valley Community Bank Bylaws, or any other governing documents of CVCY or Central Valley Community Bank, (b) conflict with or violate any Law (assuming receipt of the required approval of any Governmental Authority and receipt of the Requisite Shareholder Approvals), and (c) except as set forth in Schedule 5.3(e)(iii) of the CVCY Disclosure Schedule, (1) contravene, conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (2) result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon, (3) require any consent of any person under, or (4) accelerate the performance required by, the terms of, any material debt instrument, lease, license, credit agreementcovenant, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreementagreement or understanding to which CVCY or any of its Subsidiaries is a party or by which any of them is bound, except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CZFS, CZFSAC or FCCB. (c) As of the date of this Agreement, CZFS has no Knowledge of any reasons relating to CZFS, CZFSAC or FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreementproperties or assets of CVCY or any of its Subsidiaries, or any order, ruling, decree, judgment, arbitration award or stipulation to which CVCY or any of its Subsidiaries is subject.