Common use of Compliance with Applicable Law and Agreements Clause in Contracts

Compliance with Applicable Law and Agreements. (a) CMTY and each CMTY Subsidiary hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under, and have complied in all material respects with, applicable laws, statutes, orders, rules or regulations of any Regulatory Authority relating to them, other than where such failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of their respective businesses nor otherwise have a Material Adverse Effect. (b) CMTY and each CMTY Subsidiary have filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with any Regulatory Authority, and have filed all other reports and statements required to be filed by them, including without limitation any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state or any Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not have a Material Adverse Effect. (c) No Regulatory Authority has initiated any proceeding or, to the Knowledge of CMTY, investigation into the businesses or operations of CMTY or any of its Subsidiaries, except where any such proceedings or investigations will not, individually or in the aggregate, have a Material Adverse Effect, or such proceedings or investigations have been terminated or otherwise resolved. (d) Neither CMTY nor any CMTY Subsidiary has received any notification or communication from any Regulatory Authority: (i) asserting that CMTY or any CMTY Subsidiary is not in substantial compliance with any of the statutes, regulations or ordinances which such Regulatory Authority enforces, unless such assertion has been waived, withdrawn or otherwise resolved; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to CMTY or any CMTY Subsidiary; (iii) requiring or threatening to require CMTY or any CMTY Subsidiary, or indicating that CMTY or any CMTY Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement restricting or limiting, or purporting to restrict or limit, in any manner the operations of CMTY or any CMTY Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of CMTY or any CMTY Subsidiary (any such notice, communication, memorandum, agreement or order described in this sentence herein referred to as a Regulatory Agreement”); in each case except as heretofore disclosed to PRFS. (e) Neither CMTY nor any CMTY Subsidiary has received, consented to, or entered into any pending Regulatory Agreement. (f) To the Knowledge of CMTY, there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any Regulatory Agreement which if resolved in a manner adverse to CMTY or any CMTY Subsidiary would have a Material Adverse Effect. (g) There is no injunction, order, judgment or decree imposed upon CMTY or any CMTY Subsidiary or the assets of CMTY or any CMTY Subsidiary which has had, or, to the Knowledge of CMTY, would have, a Material Adverse Effect. (h) Neither CMTY nor any CMTY Subsidiary has breached or defaulted on any agreement, contract, commitment, arrangement or other instrument to which any of them is a party or by which any of them may be bound, other than any breach or default that would not have a Material Adverse Effect.

Compliance with Applicable Law and Agreements. (a) CMTY PRFS and each CMTY PRFS Subsidiary hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under, and have complied in all material respects with, applicable laws, statutes, orders, rules or regulations of any Regulatory Authority relating to them, other than where such failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of their respective its businesses nor or otherwise have a Material Adverse Effect. (b) CMTY PRFS and each CMTY PRFS Subsidiary have filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with any Regulatory Authority, and have filed all other reports and statements required to be filed by them, including without limitation any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state or any Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not have a Material Adverse Effect. (c) No Except as set forth on PRFS Disclosure Schedule 3.11(c), no Regulatory Authority has initiated any proceeding or, to the Knowledge of CMTYPRFS, investigation into the businesses business or operations of CMTY PRFS or any of its SubsidiariesPRFS Subsidiary, except where any such proceedings or investigations will not, individually or in the aggregate, have a Material Adverse Effect, or such proceedings or investigations have been terminated or otherwise resolved. (d) Neither CMTY Except as set forth on PRFS Disclosure Schedule 3.11(d), neither PRFS nor any CMTY PRFS Subsidiary has received any notification or communication from any Regulatory Authority: (i) asserting that CMTY PRFS or any CMTY PRFS Subsidiary is not in substantial compliance with any of the statutes, regulations or ordinances which such Regulatory Authority enforces, unless such assertion has been waived, withdrawn or otherwise resolved; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to CMTY PRFS or any CMTY PRFS Subsidiary; (iii) requiring or threatening to require CMTY PRFS or any CMTY PRFS Subsidiary, or indicating that CMTY PRFS or any CMTY PRFS Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement restricting or limiting, or purporting to restrict or limit, in any manner the operations of CMTY PRFS or any CMTY PRFS Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of CMTY PRFS or any CMTY PRFS Subsidiary (any such notice, communication, memorandum, agreement or order described in this sentence herein referred to as a “Regulatory Agreement”); in each case except as heretofore disclosed to PRFS. (e) Neither CMTY PRFS nor any CMTY PRFS Subsidiary has received, consented to, to or entered into any pending Regulatory Agreement. (f) To the Knowledge of CMTYPRFS, except as set forth in PRFS Disclosure Schedule 3.11(f), there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any Regulatory Agreement which if resolved in a manner adverse to CMTY PRFS or any CMTY PRFS Subsidiary would have a Material Adverse Effect. (g) There is no injunction, order, judgment or decree imposed upon CMTY PRFS or any CMTY PRFS Subsidiary or the assets of CMTY PRFS or any CMTY PRFS Subsidiary which has had, or, to the Knowledge of CMTYPRFS, would have, a Material Adverse Effect. (h) Neither CMTY PRFS nor any CMTY PRFS Subsidiary has breached or defaulted on any agreement, contract, commitment, arrangement or other instrument to which any of them is a party or by which any of them may be bound, other than any breach or default that would not have a Material Adverse Effect.

Compliance with Applicable Law and Agreements. (a) CMTY and each CMTY Subsidiary hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under, and have complied in all material respects with, applicable laws, statutes, orders, rules or regulations of any Regulatory Authority relating to them, other than where such failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of their respective businesses nor otherwise have a Material Adverse Effect. (b) CMTY and each CMTY Subsidiary have filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with any Regulatory Authority, and have filed all other reports and statements required to be filed by them, including without limitation any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state or any Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not have a Material Adverse Effect. (c) No Regulatory Authority has initiated any proceeding or, to the Knowledge of CMTY, investigation into the businesses or operations of CMTY or any of its Subsidiaries, except where any such proceedings or investigations will not, individually or in the aggregate, have a Material Adverse Effect, or such proceedings or investigations have been terminated or otherwise resolved. (d) Neither CMTY nor any CMTY Subsidiary has received any notification or communication from any Regulatory Authority: (i) asserting that CMTY or any CMTY Subsidiary is not in substantial compliance with any of the statutes, regulations or ordinances which such Regulatory Authority enforces, unless such assertion has been waived, withdrawn or otherwise resolved; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to CMTY or any CMTY Subsidiary; (iii) requiring or threatening to require CMTY or any CMTY Subsidiary, or indicating that CMTY or any CMTY Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement restricting or limiting, or purporting to restrict or limit, in any manner the operations of CMTY or any CMTY Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of CMTY or any CMTY Subsidiary (any such notice, communication, memorandum, agreement or order described in this sentence herein referred to as a Regulatory Agreement”"); in each case except as heretofore disclosed to PRFSBFC. (e) Neither CMTY nor any CMTY Subsidiary has received, consented to, or entered into any pending Regulatory Agreement. (f) To the Knowledge of CMTY, there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any Regulatory Agreement which if resolved in a manner adverse to CMTY or any CMTY Subsidiary would have a Material Adverse Effect. (g) There is no injunction, order, judgment or decree imposed upon CMTY or any CMTY Subsidiary or the assets of CMTY or any CMTY Subsidiary which has had, or, to the Knowledge of CMTY, would have, a Material Adverse Effect. (h) Neither CMTY nor any CMTY Subsidiary has breached or defaulted on any agreement, contract, commitment, arrangement or other instrument to which any of them is a party or by which any of them may be bound, other than any breach or default that would not have a Material Adverse Effect.

Compliance with Applicable Law and Agreements. (a) CMTY and each CMTY Subsidiary hold East Prospect holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses its business under, and have complied in all material respects with, applicable laws, statutes, orders, rules or regulations of any Regulatory Authority relating to themit, other than where such failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of their respective businesses nor its business or otherwise have a Material Adverse Effect. (b) CMTY and each CMTY Subsidiary East Prospect have filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with any Regulatory Authority, and have filed all other reports and statements required to be filed by them, including without limitation any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state or any Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not have a Material Adverse Effect. (c) No Except as set forth on East Prospect Disclosure Schedule 3.11(c), no Regulatory Authority has initiated any proceeding or, to the Knowledge of CMTYEast Prospect , investigation into the businesses business or operations of CMTY or any of its SubsidiariesEast Prospect, except where any such proceedings or investigations will not, individually or in the aggregate, have a Material Adverse Effect, or such proceedings or investigations have been terminated or otherwise resolved. (d) Neither CMTY nor any CMTY Subsidiary Except as set forth on East Prospect Disclosure Schedule 3.11(d), East Prospect has not received any notification or communication from any Regulatory Authority: (i) asserting that CMTY or any CMTY Subsidiary East Prospect is not in substantial compliance with any of the statutes, regulations or ordinances which such Regulatory Authority enforces, unless such assertion has been waived, withdrawn or otherwise resolved; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to CMTY or any CMTY SubsidiaryEast Prospect; (iii) requiring or threatening to require CMTY or any CMTY SubsidiaryEast Prospect, or indicating that CMTY or any CMTY Subsidiary East Prospect may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement restricting or limiting, or purporting to restrict or limit, in any manner the operations of CMTY or any CMTY SubsidiaryEast Prospect, including without limitation any restriction on the payment of dividends; or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of CMTY or any CMTY Subsidiary East Prospect (any such notice, communication, memorandum, agreement or order described in this sentence herein referred to as a “Regulatory Agreement”); in each case except as heretofore disclosed to PRFS. (e) Neither CMTY nor any CMTY Subsidiary East Prospect has received, not consented to, to or entered into any pending Regulatory Agreement. (f) To the Knowledge of CMTYEast Prospect, except as set forth in East Prospect Disclosure Schedule 3.11(f), there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any Regulatory Agreement which if resolved in a manner adverse to CMTY or any CMTY Subsidiary East Prospect would have a Material Adverse Effect. (g) There is no injunction, order, judgment or decree imposed upon CMTY or any CMTY Subsidiary East Prospect or the assets of CMTY or any CMTY Subsidiary East Prospect which has had, or, to the Knowledge of CMTYEast Prospect, would have, a Material Adverse Effect. (h) Neither CMTY nor any CMTY Subsidiary East Prospect has not breached or defaulted on any agreement, contract, commitment, arrangement or other instrument to which any of them it is a party or by which any of them it may be bound, other than any breach or default that would not have a Material Adverse Effect.

Compliance with Applicable Law and Agreements. (a) CMTY BFC and each CMTY BFC Subsidiary hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under, and have complied in all material respects with, applicable laws, statutes, orders, rules or regulations of any Regulatory Authority relating to them, other than where such failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of their respective its businesses nor or otherwise have a Material Adverse Effect. (b) CMTY BFC and each CMTY BFC Subsidiary have filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with any Regulatory Authority, and have filed all other reports and statements required to be filed by them, including without limitation any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state or any Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not have a Material Adverse Effect. (c) No Except as set forth on BFC Disclosure Schedule 3.11(c), no Regulatory Authority has initiated any proceeding or, to the Knowledge of CMTYBFC, investigation into the businesses business or operations of CMTY BFC or any of its SubsidiariesBFC Subsidiary (other than routine banking regulatory examinations), except where any such proceedings or investigations will not, individually or in the aggregate, have a Material Adverse Effect, or such proceedings or investigations have been terminated or otherwise resolved. (d) Neither CMTY Except as set forth on BFC Disclosure Schedule 3.11(d), neither BFC nor any CMTY BFC Subsidiary has received any notification or communication from any Regulatory Authority: (i) asserting that CMTY BFC or any CMTY BFC Subsidiary is not in substantial compliance with any of the statutes, regulations or ordinances which such Regulatory Authority enforces, unless such assertion has been waived, withdrawn or otherwise resolved; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to CMTY BFC or any CMTY BFC Subsidiary; (iii) requiring or threatening to require CMTY BFC or any CMTY BFC Subsidiary, or indicating that CMTY BFC or any CMTY BFC Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement restricting or limiting, or purporting to restrict or limit, in any manner the operations of CMTY BFC or any CMTY BFC Subsidiary, including without limitation any restriction on the payment of dividendsdividends other than generally applicable regulatory restrictions; or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of CMTY BFC or any CMTY BFC Subsidiary (any such notice, communication, memorandum, agreement or order described in this sentence herein referred to as a "Regulatory Agreement”"); in each case except as heretofore disclosed to PRFS. (e) Neither CMTY BFC nor any CMTY BFC Subsidiary has received, consented to, to or entered into any pending Regulatory Agreement. (f) To the Knowledge of CMTYBFC, except as set forth in BFC Disclosure Schedule 3.11(f), there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any Regulatory Agreement which if resolved in a manner adverse to CMTY BFC or any CMTY BFC Subsidiary would have a Material Adverse Effect. (g) There is no injunction, order, judgment or decree imposed upon CMTY BFC or any CMTY BFC Subsidiary or the assets of CMTY BFC or any CMTY BFC Subsidiary which has had, or, to the Knowledge of CMTYBFC, would have, a Material Adverse Effect. (h) Neither CMTY BFC nor any CMTY BFC Subsidiary has breached or defaulted on any agreement, contract, commitment, arrangement or other instrument to which any of them is a party or by which any of them may be bound, other than any breach or default that would not have a Material Adverse Effect.

Compliance with Applicable Law and Agreements. (a) CMTY BFC and each CMTY BFC Subsidiary hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under, and have complied in all material respects with, applicable laws, statutes, orders, rules or regulations of any Regulatory Authority relating to them, other than where such failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of their respective its businesses nor or otherwise have a Material Adverse Effect. (b) CMTY BFC and each CMTY BFC Subsidiary have filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with any Regulatory Authority, and have filed all other reports and statements required to be filed by them, including without limitation any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state or any Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not have a Material Adverse Effect. (c) No Except as set forth on BFC Disclosure Schedule 3.11(c), no Regulatory Authority has initiated any proceeding or, to the Knowledge of CMTYBFC, investigation into the businesses business or operations of CMTY BFC or any of its SubsidiariesBFC Subsidiary (other than routine banking regulatory examinations), except where any such proceedings or investigations will not, individually or in the aggregate, have a Material Adverse Effect, or such proceedings or investigations have been terminated or otherwise resolved. (d) Neither CMTY Except as set forth on BFC Disclosure Schedule 3.11(d), neither BFC nor any CMTY BFC Subsidiary has received any notification or communication from any Regulatory Authority: (i) asserting that CMTY BFC or any CMTY BFC Subsidiary is not in substantial compliance with any of the statutes, regulations or ordinances which such Regulatory Authority enforces, unless such assertion has been waived, withdrawn or otherwise resolved; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to CMTY BFC or any CMTY BFC Subsidiary; (iii) requiring or threatening to require CMTY BFC or any CMTY BFC Subsidiary, or indicating that CMTY BFC or any CMTY BFC Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement restricting or limiting, or purporting to restrict or limit, in any manner the operations of CMTY BFC or any CMTY BFC Subsidiary, including without limitation any restriction on the payment of dividendsdividends other than generally applicable regulatory restrictions; or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of CMTY BFC or any CMTY BFC Subsidiary (any such notice, communication, memorandum, agreement or order described in this sentence herein referred to as a “Regulatory Agreement”); in each case except as heretofore disclosed to PRFS. (e) Neither CMTY BFC nor any CMTY BFC Subsidiary has received, consented to, to or entered into any pending Regulatory Agreement. (f) To the Knowledge of CMTYBFC, except as set forth in BFC Disclosure Schedule 3.11(f), there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any Regulatory Agreement which if resolved in a manner adverse to CMTY BFC or any CMTY BFC Subsidiary would have a Material Adverse Effect. (g) There is no injunction, order, judgment or decree imposed upon CMTY BFC or any CMTY BFC Subsidiary or the assets of CMTY BFC or any CMTY BFC Subsidiary which has had, or, to the Knowledge of CMTYBFC, would have, a Material Adverse Effect. (h) Neither CMTY BFC nor any CMTY BFC Subsidiary has breached or defaulted on any agreement, contract, commitment, arrangement or other instrument to which any of them is a party or by which any of them may be bound, other than any breach or default that would not have a Material Adverse Effect.

Compliance with Applicable Law and Agreements. (a) CMTY and each CMTY Subsidiary hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under, and have complied in all material respects with, applicable laws, statutes, orders, rules or regulations of any Regulatory Authority relating to them, other than where such failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of their respective businesses nor otherwise have a Material Adverse Effect. (b) CMTY and each CMTY Subsidiary have filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with any Regulatory Authority, and have filed all other reports and statements required to be filed by them, including without limitation any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state or any Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not have a Material Adverse Effect. (c) No Regulatory Authority has initiated any proceeding or, to the Knowledge of CMTY, investigation into the businesses or operations of CMTY or any of its Subsidiaries, except where any such proceedings or investigations will not, individually or in the aggregate, have a Material Adverse Effect, or such proceedings or investigations have been terminated or otherwise resolved. (d) Neither CMTY nor any CMTY Subsidiary has received any notification or communication from any Regulatory Authority: (i) asserting that CMTY or any CMTY Subsidiary is not in substantial compliance with any of the statutes, regulations or ordinances which such Regulatory Authority enforces, unless such assertion has been waived, withdrawn or otherwise resolved; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to CMTY or any CMTY Subsidiary; (iii) requiring or threatening to require CMTY or any CMTY Subsidiary, or indicating that CMTY or any CMTY Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement restricting or limiting, or purporting to restrict or limit, in any manner the operations of CMTY or any CMTY Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of CMTY or any CMTY Subsidiary (any such notice, communication, memorandum, agreement or order described in this sentence herein referred to as a Regulatory Agreement”); in each case except as heretofore disclosed to PRFSBFC. (e) Neither CMTY nor any CMTY Subsidiary has received, consented to, or entered into any pending Regulatory Agreement. (f) To the Knowledge of CMTY, there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any Regulatory Agreement which if resolved in a manner adverse to CMTY or any CMTY Subsidiary would have a Material Adverse Effect. (g) There is no injunction, order, judgment or decree imposed upon CMTY or any CMTY Subsidiary or the assets of CMTY or any CMTY Subsidiary which has had, or, to the Knowledge of CMTY, would have, a Material Adverse Effect. (h) Neither CMTY nor any CMTY Subsidiary has breached or defaulted on any agreement, contract, commitment, arrangement or other instrument to which any of them is a party or by which any of them may be bound, other than any breach or default that would not have a Material Adverse Effect.

Compliance with Applicable Law and Agreements. (a) CMTY and each CMTY Subsidiary hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under, and have complied in all material respects with, applicable laws, statutes, orders, rules or regulations of any Regulatory Authority relating to them, other than where such failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of their respective businesses nor otherwise have a Material Adverse Effect. (b) CMTY and each CMTY Subsidiary have filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with any Regulatory Authority, and have filed all other reports and statements required to be filed by them, including without limitation any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state or any Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not have a Material Adverse Effect. (c) No Regulatory Authority has initiated any proceeding or, to the Knowledge of CMTY, investigation into the businesses or operations of CMTY or any of its Subsidiaries, except where any such proceedings or investigations will not, individually or in the aggregate, have a Material Adverse Effect, or such proceedings or investigations have been terminated or otherwise resolved. (d) Neither CMTY nor any CMTY Subsidiary has received any notification or communication from any Regulatory Authority: (i) asserting that CMTY or any CMTY Subsidiary is not in substantial compliance with any of the statutes, regulations or ordinances which such Regulatory Authority enforces, unless such assertion has been waived, withdrawn or otherwise resolved; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to CMTY or any CMTY Subsidiary; (iii) requiring or threatening to require CMTY or any CMTY Subsidiary, or indicating that CMTY or any CMTY Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement restricting or limiting, or purporting to restrict or limit, in any manner the operations of CMTY or any CMTY Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of CMTY or any CMTY Subsidiary (any such notice, communication, memorandum, agreement or order described in this sentence herein referred to as a “Regulatory Agreement”); in each case except as heretofore disclosed to PRFSEast Prospect . (e) Neither CMTY nor any CMTY Subsidiary has received, consented to, or entered into any pending Regulatory Agreement. (f) To the Knowledge of CMTY, there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any Regulatory Agreement which if resolved in a manner adverse to CMTY or any CMTY Subsidiary would have a Material Adverse Effect. (g) There is no injunction, order, judgment or decree imposed upon CMTY or any CMTY Subsidiary or the assets of CMTY or any CMTY Subsidiary which has had, or, to the Knowledge of CMTY, would have, a Material Adverse Effect. (h) Neither CMTY nor any CMTY Subsidiary has breached or defaulted on any agreement, contract, commitment, arrangement or other instrument to which any of them is a party or by which any of them may be bound, other than any breach or default that would not have a Material Adverse Effect.