Common use of Compliance with Applicable Law Clause in Contracts

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liability.

Compliance with Applicable Law. 5.11.1. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure ScheduleNYB DISCLOSURE SCHEDULE 5.11.1, each Plan has been operated of NYB and each NYB Subsidiary is in compliance in all material respects in accordance with the requirements of all applicable Law federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the Xxxxxxxx-Xxxxx Act of 2002, the USA Patriot Act, the Bank Secrecy Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, and all persons who participate in the operation other applicable fair lending laws and other laws relating to discriminatory business practices, and neither NYB nor any NYB Subsidiary has received any written notice of such Plans any material violation that is currently outstanding. 5.11.2. Each of NYB and each NYB Subsidiary has all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawpermits, except where such violations of applicable Law would notlicenses, individually or in the aggregateauthorizations, have a Material Adverse Effect with respect to the Seller. The Seller orders and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation approvals of, and has made all filings, applications and registrations with, all Government Entities and Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the Seller and the Seller Subsidiaries have Knowledge of NYB, no knowledge suspension or cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the Regulatory Approvals. 5.11.3. Except as disclosed in NYB DISCLOSURE SCHEDULE 5.11.3, for the period beginning December 31, 2004, neither NYB nor any party toNYB Subsidiary has received any written notification or, to the Knowledge of NYB, any Planother communication from any Bank Regulator (i) asserting that NYB or any NYB Subsidiary is not in material compliance with any of the statutes, except where regulations or ordinances which such failuresBank Regulator enforces; (ii) threatening to revoke any license, defaults franchise, permit or violations would notgovernmental authorization which is material to NYB or any NYB Subsidiary; (iii) requiring or threatening to require NYB or any NYB Subsidiary, individually or indicating that NYB or any NYB Subsidiary may be required, to enter into a cease and desist order, consent order, agreement or memorandum of understanding or any other agreement or undertaking (formal or informal) restricting or limiting, or purporting to restrict or limit, in any material respect the aggregateoperations of NYB or any NYB Subsidiary, have a Material Adverse Effect including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as an “NYB Regulatory Agreement”). Neither NYB nor any NYB Subsidiary has consented to or entered into any currently effective NYB Regulatory Agreement. The most recent regulatory rating given to New York Community Bank as to compliance with respect to the SellerCRA is satisfactory or better. No legal action, suit or claim Neither NYB nor New York Community Bank is aware of any pending or, to the knowledge Knowledge of the Seller or the Seller SubsidiariesNYB, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, CRA protest relating to the knowledge lending practices of the Seller or the Seller Subsidiaries, no fact or event exists New York Community Bank that could give rise to result in any such actiondenial of any Regulatory Approval. 5.11.4. NYB and each NYB Subsidiary is in compliance in all material respects with all applicable laws respecting employment and employment practices, suit or claim. Except as disclosed terms and conditions of employment and wages and hours, and are not engaged in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityunfair labor practice.

Compliance with Applicable Law. (i) The Company and each of its Subsidiaries hold, and have at all times since January 1, 2016, held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith), and (ii) to the knowledge of the Company, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened by any Governmental Entity, in each case of the foregoing clauses (i) and (ii), except where neither the failure to hold, nor the burden of obtaining and holding, such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on the Company. (b) Except as disclosed would not reasonably be likely to be, either individually or in SECTION 2.10(cthe aggregate, material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries have since January 1, 2016 (i) complied with and are not in default or violation under any applicable Laws or binding policy and/or guideline of any Governmental Entity relating to the Company or any of the Seller Disclosure ScheduleCompany Subsidiaries, each Plan has including all Laws related to the privacy and security of data or information that constitutes personal data under applicable law (“Personal Data” and such laws relating thereto, the “Data Protection Laws”), (ii) been operated conducting operations at all times in all respects in accordance compliance with the applicable financial recordkeeping and reporting requirements of all money laundering Laws administered or enforced by any Governmental Entity in jurisdictions where the Company and the Company Subsidiaries conduct business, and (iii) established and maintained a system of internal controls designed to ensure compliance by the Company and the Company Subsidiaries with applicable Law financial recordkeeping and reporting requirements of all money laundering Laws administered or enforced by any Governmental Entity in jurisdictions where the Company and the Company Subsidiaries conduct business. As used in this Agreement, the term “Laws” means (A) federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity, and (B) without limiting the generality of the foregoing, with respect to matters applicable to a party or its Subsidiaries or to a party in connection with its performance of its obligations in the collection, processing, possession, handling, clearance, settlement and/or remittance of funds (“Processing Matters”): (1) the rules and requirements of the Financial Industry Regulatory Authority (“FINRA”) that are binding on the Company or its Subsidiaries; (2) any and all persons who participate sanctions or regulations enforced by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), as the same may be amended and in effect from time to time; (3) the operation Bank Secrecy Act of such Plans 1970 and its implementing regulations; (4) to the extent applicable, statutes or regulations of any state relating to money transmission or unclaimed property; (5) the Electronic Fund Transfer Act and the implementing Regulation E, including the International Remittance Transfer Rule; (6) Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (as codified at 15 U.S.C. 6801 et seq.) and all Plan "fiduciaries" federal regulations implementing such act; and (within 7) other applicable federal and state Data Protection Laws. (c) The Company maintains a written information privacy and security program that maintains reasonable measures to protect the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions privacy, confidentiality and security of all applicable LawPersonal Data against any (i) loss or misuse of Personal Data, except where such violations (ii) unauthorized or unlawful operations performed upon Personal Data, or (iii) other act or omission that compromises the security or confidentiality of applicable Law would notPersonal Data (clauses (i) through (iii), a “Security Breach”). The Company has not experienced any Security Breach that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. There are no data security or other technological vulnerabilities with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under its information technology systems or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would notnetworks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. (d) Except where the actions would not reasonably be likely to be, either individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, since January 1, 2016, none of the Company, or its Subsidiaries, or any director, officer, employee, agent or other person acting on behalf of the Company or any of the Company Subsidiaries has, directly or indirectly, (i) used any funds of the Company or any of the Company Subsidiaries for unlawful contributions, unlawful gifts or unlawful entertainment, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of the Company Subsidiaries, (iii) violated the Foreign Corrupt Practices Act of 1977 (the “FCPA”) or any similar anti-bribery, anti-corruption or anti-money laundering Laws in any jurisdiction, (iv) established or maintained any unlawful fund of monies or other assets of the Company or any of the Company Subsidiaries in violation of the FCPA, (v) made any fraudulent entry on the books or records of the Company or any of the Company Subsidiaries in violation of the FCPA, or (vi) made any unlawful payment, unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for the Company or any of the Company Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or any of the Company Subsidiaries, or is currently subject to any comprehensive sanctions administered by OFAC. (e) Except where the actions would not reasonably be likely to be, either individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has, since January 1, 2016, received any written notices of any material Action regarding any Processing Matter with respect to the Seller. No legal actionCompany or its Subsidiaries in the conduct of its business from any Governmental Entity, suit NACHA or claim is pending orany Network directly or indirectly involved or associated with or implicated or utilized by the Company or any of its Subsidiaries. (f) Except where it would not reasonably be likely to be, either individually or in the aggregate, material to the knowledge Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have since January 1, 2016 complied with and are not in default or violation under (i) any applicable bylaws, operating rules, regulations and requirements of the Seller National Automated Clearinghouse Association (“NACHA”) and any applicable payment network, exchange or association, including any ATM networks and payment networks (including VISA, MasterCard, Discover and AMEX) (collectively, the Seller Subsidiaries“Networks”), threatened in each case, which are either binding on the Company or its Subsidiaries or with which the Company or its Subsidiaries complies pursuant to contractual requirements, and (ii) the Payment Card Industry Data Security Standard (“PCI-DSS”) issued by the Payment Card Industry Security Standards Council, as may be revised from time to time, in each case of the foregoing clauses (i) and (ii), with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityProcessing Matters.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) Seller and each of the Seller Disclosure ScheduleSubsidiaries has all permits, each Plan licenses, certificates of authority, orders and approvals of, and has been operated made all filings, applications and registrations with Governmental Entities that are required in all respects in accordance with order to permit it to carry on its business as it is presently being conducted and the requirements absence of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, which could have a Material Adverse Effect with respect to material adverse effect on the Seller. The business, operations, assets or financial condition of Seller and the Seller Subsidiaries have performed taken as a whole; all obligations required such permits, licenses, certificates of authority, orders and approvals are in full force and effect; and to be performed by the best knowledge of Seller and the Seller Subsidiaries, no suspension or cancellation of any of them underthe same is threatened. (b) Neither Seller nor any of the Seller Subsidiaries is in violation of its respective Articles of Incorporation or other governing instrument or Bylaws, are not or of any applicable federal, state or local law or ordinance or any order, rule or regulation of any Governmental Entity (including all banking, securities, municipal securities, safety, health, zoning, anti-discrimination, antitrust, and wage and hour laws, ordinances, orders, rules and regulations), or in default with respect to any respect order, writ, injunction or decree of any court, or in default under any order, license, regulation or in violation ofdemand of any Governmental Entity, and any of which violations or defaults could have a material adverse effect on the business, operations, assets or financial condition of Seller and the Seller Subsidiaries have no knowledge of taken as a whole; and neither Seller nor any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller Subsidiaries has received any notice or communication from any Governmental Entity asserting that Seller or any of the Seller SubsidiariesSubsidiaries is in violation of any of the foregoing which could have a material adverse effect on the business, threatened with respect operations, assets or financial condition of Seller and the Seller Subsidiaries taken as a whole. Neither Seller nor any of the Seller Subsidiaries is subject to any Plan regulatory or supervisory cease and desist order, agreement, written directive, memorandum of understanding or written commitment (other than claims for benefits in the ordinary course) andthose of general applicability to all savings associations issued by Governmental Entities), except as disclosed in SECTION 2.10(c) and none of them has received any written communication requesting that they enter into any of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityforegoing.

Compliance with Applicable Law. Except 4.12.1. To FSBI’s Knowledge, each of FSBI and each FSBI Subsidiary is in compliance in all material respects with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA Patriot Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977 (“CRA”), the Home Mortgage Disclosure Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, and neither FSBI nor any FSBI Subsidiary has received any written notice to the contrary. 4.12.2. Each of FSBI and each FSBI Subsidiary has all material permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as disclosed presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in SECTION 2.10(cfull force and effect and, to the Knowledge of FSBI, no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the approvals set forth in Section 8.3. 4.12.3. For the period beginning January 1, 2001, neither FSBI nor any FSBI Subsidiary has received any written notification or, to FSBI’s Knowledge, any other communication from any Bank Regulator (i) asserting that FSBI or any FSBI Subsidiary is not in material compliance with any of the statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to FSBI or any FSBI Subsidiary; (iii) requiring or threatening to require FSBI or any FSBI Subsidiary, or indicating that FSBI or any FSBI Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the supervision or regulation of banks or engages in the insurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of FSBI or any FSBI 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 material manner the operations of FSBI or any FSBI Subsidiary (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as a “Regulatory Agreement”). Neither FSBI nor any FSBI Subsidiary has consented to or entered into any Regulatory Agreement that is currently in effect. The most recent regulatory rating given to First Savings Bank as to compliance with the CRA is satisfactory or better. 4.12.4. 0000 Xxxxxxxxxx Xxxxxx Drive, Inc. (the “REIT”) (A) was formed in 1994, (B) amended its Certificate of Incorporation in 1999 to become a “real estate investment trust” as defined in Section 856(a) of the Seller Disclosure ScheduleCode, each Plan (C) has been operated in met at all respects in accordance with times since January 1999 the requirements of all applicable Law and all persons who participate in Section 857(a) of the operation Code, (D) has not relied at any time since January 1999 on Section 856(c) of such Plans and all Plan "fiduciaries" the Code, (E) has not had at any time since January 1999 any “net income derived from prohibited transactions” within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c857(b)(6) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(cCode and (F) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied issued any stock or securities as part of a multiple party financing transaction described in full and no condition exists that presents a material risk of incurring any such liabilityIRS Notice 97-21, 1997-11 I.R.B. 2, or Treasury Regulations Section 1.7701(1)-3.

Compliance with Applicable Law. Except 5.11.1. To the Knowledge of PFS, each of PFS and each PFS Subsidiary is in compliance in all material respects with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA Patriot Act, the Equal Credit Opportunity Act, the Fair Housing Act, the CRA, the Home Mortgage Disclosure Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, and neither PFS nor any PFS Subsidiary has received any written notice to the contrary. 5.11.2. Each of PFS and each PFS Subsidiary has all material permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as disclosed presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in SECTION 2.10(cfull force and effect and, to the Knowledge of PFS, no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the approvals set forth in Section 8.3. 5.11.3. For the period beginning January 1, 2001, and except as set forth in PFS DISCLOSURE SCHEDULE 5.11.3, neither PFS nor any PFS Subsidiary has received any written notification or, to the Knowledge of PFS, any other communication from any Bank Regulator (i) asserting that PFS or any PFS Subsidiary is not in material compliance with any of the statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to PFS or any PFS Subsidiary; (iii) requiring or threatening to require PFS or any PFS Subsidiary, or indicating that PFS or any PFS Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the supervision or regulation of banks or engages in the insurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of PFS or any PFS 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 PFS or any PFS Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as a “Regulatory Agreement”). Neither PFS nor any PFS Subsidiary has consented to or entered into any currently effective Regulatory Agreement. The most recent regulatory rating given to The Provident Bank as to compliance with the CRA is satisfactory or better. 5.11.4. PSB Funding Corporation (A) was formed in 2000, (B) has been at all times since the date of its formation a “real estate investment trust” as defined in Section 856(a) of the Seller Disclosure ScheduleCode, each Plan (C) has been operated in met at all respects in accordance with times since the date of its formation the requirements of all applicable Law and all persons who participate in Section 857(a) of the operation Code, (D) has not relied at any time since the date of such Plans and all Plan "fiduciaries" its formation on Section 856(c) of the Code, (E) has not had at any time since the date of its formation any “net income derived from prohibited transactions” within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c857(b)(6) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(cCode and (F) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied issued any stock or securities as part of a multiple party financing transaction described in full and no condition exists that presents a material risk of incurring any such liabilityIRS Notice 97-21, 1997-11 I.R.B. 2, or Treasury Regulations Section 1.7701(1)-3.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) The Company and each of its Subsidiaries hold, and have at all times held, all licenses, franchises, permits and authorizations which are necessary for the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements lawful conduct of all applicable Law their respective businesses and all persons who participate in the operation ownership of such Plans their respective properties and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all assets under and pursuant to applicable Law, except where the failure to hold such violations of applicable Law license, franchise, permit or authorization would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect with respect to on the SellerCompany. The Seller Company and the Seller each of its Subsidiaries have performed complied in all obligations required to be performed by any of them undermaterial respects with, and are not in any respect in default under or in violation of, (i) any applicable Law, including all Laws related to data protection or privacy, the USA Patriot Act, the Bank Secrecy Act, the Equal Credit Opportunity Act, the Fair Housing Act and any other Law relating to discriminatory banking practices, Sections 23A and 23B of the Seller Federal Reserve Act, the Sxxxxxxx-Xxxxx Act and all applicable Laws relating to broker-dealers, investment advisors and insurance brokers, and (ii) any posted or internal privacy policies relating to data protection or privacy, including with limitation, the Seller protection of personal information, and neither the Company nor any of its Subsidiaries have no knowledge of knows of, or has received notice of, any default or violation by violations of any party to, any Planapplicable Law, except where any such failuresdefault, defaults violation or violations noncompliance would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) The Company and each of its Subsidiaries has properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law, except where the failure to so administer such accounts would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. None of the Company, any of its Subsidiaries, or any director, officer or employee of the Company or of any of its Subsidiaries, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account. (c) The Company, each of its Subsidiaries and each of their respective officers and employees who are required to be registered, licensed or qualified as (x) a broker-dealer or (y) a registered principal, registered representative, investment adviser representative, futures commission merchant, insurance agent or salesperson with the SEC (or in equivalent capacities with any other Governmental Entity) are duly registered as such and such registrations are in full force and effect, or are in the process of being registered as such within the time periods required by applicable Law, except for such failures to be so registered as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company and its Subsidiaries and each of their respective officers and employees are in compliance with all applicable federal, state and foreign laws requiring any such registration, licensing or qualification, have filed all periodic reports required to be filed with respect thereto (and all such reports are accurate and complete in all material respects), and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except for such failures to be so registered, licensed or qualified, failures with respect to such reports and such liabilities or disabilities as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (d) The Company has delivered or made available to Parent a true, correct and complete copy of the currently effective Forms ADV and BD as filed with the SEC by each Subsidiary of the Company. The information contained in such forms was complete and accurate as of the time of filing thereof, except where any failure to be so complete and accurate would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (e) Except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or disclosed on the Forms ADV or BD of the Company or its applicable Subsidiary as in effect as of the date of this Agreement: (i) none of the Company, any of its Subsidiaries or any of their directors, officers, employees, “associated persons” (as defined in the Exchange Act) or “affiliated persons” (as defined in the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”)) has been or is the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable Laws which would be required to be disclosed on Forms ADV or BD, (ii) none of the Company, any of its Subsidiaries or any of their respective directors, officers, employees, associated persons or affiliated persons, has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security, and (iii) none of the Company, any of its Subsidiaries or any of their respective directors, officers, employees, associated persons or affiliated persons is or has been ineligible to serve as an investment adviser under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers Act”) (including pursuant to Section 203(e) or (f) thereof) or as a broker-dealer or an associated person of a broker-dealer under Section 15(b) of the Exchange Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act), or ineligible to serve in, or subject to any disqualification which would be the basis for any limitation on serving in, any of the capacities specified in Section 9(a) or 9(b) of the Investment Company Act or any substantially equivalent foreign expulsion, suspension or disqualification. (f) Section 4.13(f) of the Company Disclosure Schedule sets forth with respect to the SellerCompany and its Subsidiaries a complete list of all (i) broker-dealer licenses or registrations and (ii) all licenses and registrations as an investment adviser under the Advisers Act or any similar state laws. No legal action, suit or claim is pending or, to Neither the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller Company nor any Seller Subsidiary has incurred any material liability of its Subsidiaries is, or is required to be, registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) Commodities Futures Trading Act or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitysimilar state laws.

Compliance with Applicable Law. Except as disclosed (a) NPB and each NPB Subsidiary hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under, and have complied in SECTION 2.10(call 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) NPB and each NPB 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 Seller Disclosure ScheduleUnited States, each Plan has been operated any state or any Regulatory Authority, and have paid all fees and assessments due and payable in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawconnection therewith, except where the failure to file such violations 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 applicable Law would NPB, investigation into the businesses or operations of NPB or any of its Subsidiaries, except where any such proceedings or investigations will not, individually or in the aggregate, have a Material Adverse Effect Effect, or such proceedings or investigations have been terminated or otherwise resolved. (d) Neither NPB nor any NPB Subsidiary has received any notification or communication from any Regulatory Authority: (i) asserting that NPB or any NPB Subsidiary is not in substantial compliance with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them underthe statutes, are not 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 NPB or any NPB Subsidiary; (iii) requiring or threatening to require NPB or any NPB Subsidiary, or indicating that NPB or any NPB 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 respect manner the operations of NPB or any NPB 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 default under any manner the operations of NPB or any NPB Subsidiary (any such notice, communication, memorandum, agreement or order described in violation ofthis sentence herein referred to as a "Regulatory Agreement"); in each case except as would not have a Material Adverse Effect. (e) Neither NPB nor any NPB Subsidiary has received, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party consented to, or entered into any Plan, except where such failures, defaults or violations Regulatory Agreement which would nothave, individually or in the aggregate, a Material Adverse Effect. (f) To the Knowledge of NPB, 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 NPB or any NPB Subsidiary would have a Material Adverse Effect with respect to Effect. (g) There is no injunction, order, judgment or decree imposed upon NPB or any NPB Subsidiary or the Seller. No legal actionassets of NPB or any NPB Subsidiary which has had, suit or claim is pending or, to the knowledge Knowledge of the Seller or the Seller SubsidiariesNPB, threatened with respect to any Plan (other than claims for benefits in the ordinary course) andwould have, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityMaterial Adverse Effect.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) of the Seller Disclosure ScheduleTo VIST’s Knowledge, each Plan has been operated of VIST and each VIST Subsidiary is in compliance in all material respects in accordance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA PATRIOT Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices and neither VIST nor any VIST Subsidiary has received any written notice to the contrary. The Board of Directors of VIST Bank has adopted and VIST Bank has implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Entity and that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and the regulations thereunder. (b) Each of VIST and each VIST Subsidiary has all applicable Law material permits, licenses, authorizations, orders and approvals of, and has made all persons who participate filings, applications and registrations with, all Governmental Entities and Bank Regulators that are required in the operation of such Plans order to permit it to own or lease its properties and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, to conduct its business as presently conducted except where the failure to hold such violations of applicable Law permits, licensees, authorizations, orders or approvals, or the failure to make such filings, applications or registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on VIST; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect in all material respects and, to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any Knowledge of them underVIST, are not in any respect in default under no suspension or in violation of, and the Seller and the Seller Subsidiaries have no knowledge cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining Regulatory Approvals. (c) Other than those listed on VIST Disclosure Schedule 4.11(c), for the period beginning January 1, 2008, neither VIST nor any party to, VIST Subsidiary has received any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending written notification or, to the knowledge VIST’s Knowledge, any other communication from any Bank Regulator (i) asserting that VIST or any VIST Subsidiary is not in material compliance with any of the Seller statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to VIST or any VIST Subsidiary; (iii) requiring, or threatening to require, VIST or any VIST Subsidiary, or indicating that VIST or any VIST Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of VIST or any VIST Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) anddirecting, except restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of VIST or any VIST Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as disclosed a “VIST Regulatory Agreement”). Neither VIST nor any VIST Subsidiary has consented to or entered into any VIST Regulatory Agreement that is currently in SECTION 2.10(ceffect or that was in effect since January 1, 2008. The most recent regulatory rating given to VIST Bank as to compliance with the Community Reinvestment Act is satisfactory or better. (d) Since January 1, 2008, VIST has been and is in compliance in all material respects with (i) the applicable provisions of the Seller Disclosure Schedule, to Xxxxxxxx-Xxxxx Act and (ii) the knowledge applicable listing and corporate governance rules and regulations of the Seller Nasdaq. VIST Disclosure Schedule 4.11(d) sets forth, as of December 31, 2011, a schedule of all executive officers and directors of VIST who have outstanding loans from VIST, VIST Bank or the Seller Subsidiariesany other VIST Subsidiary, if any, and there has been no fact default on, or event exists that could give rise to forgiveness or waiver of, in whole or in part, any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of loan during the Seller Disclosure Schedule, neither two years immediately preceding the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitydate hereof.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) MGIC and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements lawful conduct of all applicable Law their respective businesses under and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawpursuant to each, except where neither the cost of failure to hold nor the cost of obtaining and holding such violations of applicable Law would notlicense, franchise, permit or authorization would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Selleron MGIC. The Seller MGIC and the Seller each of its Subsidiaries have performed all obligations required to be performed by any of them under, complied with and are not in any respect in default under or in violation ofany, and the Seller and the Seller Subsidiaries have no knowledge applicable law, statute, order, rule, regulation, policy and/or guideline of any default Governmental Entity relating to MGIC or violation by any party to, any Planof its Subsidiaries, except where neither the cost of such failuresnoncompliance or default nor the cost of compliance or cure of default would, defaults or violations would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on MGIC. Without limitation, during the five years prior to the Seller. No legal actiondate hereof, suit none of MGIC, and of its Subsidiaries, or claim is pending orany director, officer, employee, agent or other person acting on behalf of MGIC or any of its Subsidiaries has, directly or indirectly, (i) used any funds of MGIC or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of MGIC or any of its Subsidiaries, (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (iv) established or maintained any unlawful fund of monies or other assets of MGIC or any of its Subsidiaries, (v) made any fraudulent entry on the books or records of MGIC or any of its Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to the knowledge obtain favorable treatment in securing business to obtain special concessions for MGIC or any of the Seller or the Seller its Subsidiaries, threatened with respect to any Plan (other than claims pay for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, favorable treatment for business secured or to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than pay for premiums which have been paid when due) special concessions already obtained for MGIC or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityits Subsidiaries.

Compliance with Applicable Law. 4.12.1. Except as disclosed set forth in SECTION 2.10(cCheviot Financial Disclosure Schedule 4.12.1, (i) of the Seller Disclosure ScheduleCheviot Financial and each Cheviot Financial Subsidiary is currently in compliance in all material respects with, each Plan and since January 1, 2010, has been operated in material compliance with all respects in accordance federal, state, local, or foreign statutes, laws, regulations, ordinances, rules, judgments, restrictions or requirements, orders or decrees applicable to them, their properties, assets and deposits, their business, and their conduct of business and their relationship with their employees, including, without limitation, the USA PATRIOT Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices, and neither Cheviot Financial nor any Cheviot Financial Subsidiary has received any written notice to the contrary and (ii) the Board of Directors of Cheviot Savings Bank has adopted and Cheviot Savings Bank has implemented an anti-money laundering program that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and the regulations thereunder and has received no written notice from any Governmental Entity or Bank Regulator that such program (a) does not contain adequate and appropriate customer identification verification procedures, or (b) has been deemed ineffective. 4.12.2. Each of Cheviot Financial and each Cheviot Financial Subsidiary has and holds all applicable Law material permits, licenses, franchises, certificates, authorizations, orders and all persons who participate in approvals necessary for the operation continued conduct of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawtheir businesses without interference or interruption, except where such violations of applicable Law the failure to possess and hold the same would not, individually or in the aggregate, not have a Material Adverse Effect with respect Effect, and such licenses, franchises, permits, certificates and authorizations are transferable (to the Sellerextent required) to MainSource at the Effective Time without any restrictions or limitations thereon or the need to obtain any consents of government agencies or other third parties other than as set forth in this Agreement. To the Knowledge of Cheviot Financial, no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the receipt of Regulatory Approvals. 4.12.3. Except as set forth in Cheviot Financial Disclosure Schedule 4.12.3, for the period beginning January 1, 2014, neither Cheviot Financial nor any Cheviot Financial Subsidiary has received any written notification or, to the Knowledge of Cheviot Financial, any other communication from any Bank Regulator: (i) asserting that Cheviot Financial or any Cheviot Financial Subsidiary is not in material compliance with any statutes, regulations, ordinances or guidance (including compliance with the Bank Secrecy Act or related state or federal anti-money laundering laws, regulations and guidelines (including without limitation those provisions of federal regulations requiring (a) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (b) the maintenance of records and (c) the exercise of due diligence in identifying customers)); (ii) threatening to revoke any material license, franchise, permit or governmental authorization relating to Cheviot Financial or any Cheviot Financial Subsidiary; (iii) requiring or threatening to require Cheviot Financial or any Cheviot Financial Subsidiary, or indicating that Cheviot Financial or any Cheviot Financial Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority restricting or limiting, or purporting to restrict or limit, in any material respect the operations of Cheviot Financial or any Cheviot Financial 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 material manner the operations of Cheviot Financial or any Cheviot Financial Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as a “Regulatory Agreement”). Neither Cheviot Financial nor any Cheviot Financial Subsidiary has consented to or entered into any currently effective Regulatory Agreement, or has adopted any policies, procedures or board resolutions at the request or suggestion of any Bank Regulator or other governmental entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly situated savings and loan holding companies or their subsidiaries, whether or not set forth in the Cheviot Financial Disclosure Schedule (a “Cheviot Financial Regulatory Agreement”), nor has Cheviot Financial or any Cheviot Financial Subsidiary been advised by any regulatory agency or other governmental entity that it is considering issuing, initiating, ordering, or requesting any such Cheviot Financial Regulatory Agreement. The Seller most recent regulatory rating given to Cheviot Financial (or Cheviot Savings Bank, as applicable) as to compliance with the Community Reinvestment Act (the “CRA”) is “Satisfactory” or better. 4.12.4. All of the existing offices and the Seller Subsidiaries branches of Cheviot Savings Bank have performed been legally authorized and established in accordance with all obligations required to be performed by any of them underapplicable federal, are not in any respect in default under or in violation ofstate and local laws, statutes, regulations, rules, ordinances, orders, restrictions and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Planrequirements, except where such failures, defaults or violations as would not, individually or in the aggregate, not have a Material Adverse Effect with respect to the SellerEffect. No legal action, suit Cheviot Savings Bank has no approved but unopened offices or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitybranches.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) 4.11.1. To the Knowledge of the Seller Disclosure SchedulePremier, each Plan has been operated of Premier and each Premier Subsidiary is in compliance in all material respects in accordance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to them, their properties, assets and deposits, their business, and their conduct of business and their relationship with their employees, including, without limitation, the USA PATRIOT Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices, and neither Premier nor any Premier Subsidiary has received any written notice to the contrary. The Board of Directors of Synergy Bank has adopted and Synergy Bank has implemented an anti-money laundering program that meets the requirements of all applicable Law Sections 352 and all persons who participate in 326 of the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller USA PATRIOT Act and the Seller Subsidiaries have performed regulations thereunder and has received no written notice from any Governmental Entity or Bank Regulator that such program (i) does not contain adequate and appropriate customer identification verification procedures, or (ii) has been deemed ineffective. 4.11.2. Each of Premier and each Premier Subsidiary has all obligations required to be performed by any of them undermaterial permits, are not in any respect in default under or in violation licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Bank Regulators and Governmental Entities that are required to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the Seller and the Seller Subsidiaries have Knowledge of Premier, no knowledge suspension or cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the receipt of Regulatory Approvals. 4.11.3. Except as set forth in Premier Disclosure Schedule 4.11.3, for the period beginning January 1, 2012, neither Premier nor any party to, Premier Subsidiary has received any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending written notification or, to the knowledge Knowledge of Premier, any other communication from any Bank Regulator: (i) asserting that Premier or any Premier Subsidiary is not in material compliance with any of the Seller statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to Premier or any Premier Subsidiary; (iii) requiring or threatening to require Premier or any Premier Subsidiary, or indicating that Premier or any Premier Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of Premier or any Premier Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) anddirecting, except restricting or limiting, or purporting to direct, restrict or limit, in any material manner the operations of Premier or any Premier Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as disclosed in SECTION 2.10(c) a "Regulatory Agreement"). Neither Premier nor any Premier Subsidiary has consented to or entered into any currently effective Regulatory Agreement. The most recent regulatory rating given to Premier as to compliance with the CRA is "Satisfactory" or better. 4.11.4. As of the Seller Disclosure Scheduledate of this Agreement, (i) Synergy Bank is "well capitalized" as such term is defined in the rules and regulations promulgated by the FDIC as amended from time to time, and (ii) Synergy Bank has no reason to believe that it will not be so "well capitalized" immediately prior to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityEffective Time.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) Radian and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements lawful conduct of all applicable Law their respective businesses under and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawpursuant to each, except where neither the cost of failure to hold nor the cost of obtaining and holding such violations of applicable Law would notlicense, franchise, permit or authorization would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Selleron Radian. The Seller Radian and the Seller each of its Subsidiaries have performed all obligations required to be performed by any of them under, complied with and are not in any respect in default under or in violation ofany applicable law, and the Seller and the Seller Subsidiaries have no knowledge statute, order, rule, regulation, policy and/or guideline of any default Governmental Entity relating to Radian or violation by any party to, any Planof its Subsidiaries, except where neither the cost of such failuresnoncompliance or default nor the cost of compliance or cure of default would, defaults or violations would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on Radian. Without limitation, during the five years prior to the Seller. No legal actiondate hereof, suit none of Radian, and of its Subsidiaries, or claim is pending orany director, officer, employee, agent or other person acting on behalf of Radian or any of its Subsidiaries has, directly or indirectly, (i) used any funds of Radian or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Radian or any of its Subsidiaries; (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law; (iv) established or maintained any unlawful fund of monies or other assets of Radian or any of its Subsidiaries; (v) made any fraudulent entry on the books or records of Radian or any of its Subsidiaries; or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to the knowledge obtain favorable treatment in securing business to obtain special concessions for Radian or any of the Seller or the Seller its Subsidiaries, threatened with respect to any Plan (other than claims pay for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, favorable treatment for business secured or to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than pay for premiums which have been paid when due) special concessions already obtained for Radian or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityits Subsidiaries.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) Purchaser and each of its Subsidiaries hold, and have at all times since December 31, 2010 held, all licenses, franchises, permits and authorizations which are necessary for the Seller Disclosure Schedulelawful conduct of their respective businesses and ownership of their respective properties, each Plan has been operated in all respects in accordance with the requirements of all rights and assets under and pursuant to applicable Law (and have paid all persons who participate fees and assessments due and payable in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawconnection therewith), except where the failure to hold such violations of applicable Law license, franchise, permit or authorization or to pay such fees or assessments would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect with respect on Purchaser and, to the SellerKnowledge of Purchaser, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened in writing. The Seller Purchaser and the Seller each of its Subsidiaries have performed has complied in all obligations required to be performed by any of them undermaterial respects with, and are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation in any material respect of any, applicable Law relating to Purchaser or any of its Subsidiaries. (b) Except as Previously Disclosed, neither Purchaser nor any of its Subsidiaries is subject to any Regulatory Agreement. Purchaser and each of its Subsidiaries are in compliance in all material respects with each Regulatory Agreement to which it is party or subject, and neither Purchaser nor any of its Subsidiaries has received any notice from any Governmental Entity indicating that either Purchaser or any of its Subsidiaries is not in compliance in all material respects with any such Regulatory Agreement, nor has Purchaser or any of its Subsidiaries been advised since January 1, 2010 and prior to the date hereof by any party toGovernmental Entity that it is considering issuing, initiating, ordering or requesting any Plansuch Regulatory Agreement. (c) Neither Purchaser nor any of its Subsidiaries, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending ornor, to the knowledge Knowledge of Purchaser, any of their respective directors, officers, agents, employees or any other persons acting on their behalf, (i) has violated the Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1 et seq., as amended, or any other similar applicable foreign, federal or state legal requirement, (ii) has made or provided, or caused to be made or provided, directly or indirectly, any payment or thing of value to a foreign official, foreign political party, candidate for office or any other person while knowing or having a reasonable belief that the person will pay or offer to pay the foreign official, party or candidate, for the purpose of influencing a decision, inducing an official to violate their lawful duty, securing an improper advantage, or inducing a foreign official to use their influence to affect a governmental decision, (iii) has paid, accepted or received any unlawful contributions, payments, expenditures or gifts, (iv) has violated or operated in noncompliance with any export restrictions, money laundering law, anti-terrorism law or regulation, anti-boycott regulations or embargo regulations, or (v) is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityUnited States Treasury Department.

Compliance with Applicable Law. Except as disclosed The Buyer and each of its Subsidiaries: (a) are, and have been, in SECTION 2.10(c) of the Seller Disclosure Schedulecompliance, each Plan has been operated in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation conduct of its business, with all Laws applicable thereto or to the employees conducting such Plans businesses, including the Bank Secrecy Act, the USA Patriot Act, the trade sanctions administered and enforced by the Department of Treasury’s Office of Foreign Assets Controls, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all other applicable Lawfair lending laws and other laws relating to discrimination, except where failure in such violations of applicable Law compliance would not, individually or in the aggregate, not have a Material Adverse Effect with respect to on the SellerBuyer. The Seller Buyer and the Seller its Subsidiaries each have performed a Community Reinvestment Act rating of “satisfactory or better”; (b) have all obligations required to be performed by any of them underpermits, are not in any respect in default under or in violation licenses, franchises, certificates, orders, and approvals of, and have made all filings, applications, and registrations with, Governmental Entities that are required in order to permit the Seller Buyer and the Seller its Subsidiaries have no knowledge of any default or violation by any party to, any Planto carry on their business as currently conducted, except where such failuresfailure to have such permits, defaults licenses, franchises, certificates, orders or violations approvals, or to make such filings, applications or registrations would not, individually or in the aggregate, not have a Material Adverse Effect with respect to on the Seller. No legal action, suit Buyer; and (c) have received no notification or claim is pending or, to communication from any Governmental Entity (i) asserting that either the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) Buyer or any material liability under Section 302 of ERISA its Subsidiaries is not in compliance with any Law, (ii) threatening to revoke any permit, license, franchise, certificate of authority or Section 412 other governmental authorization, or (iii) threatening or contemplating revocation or limitation of, or which would have the effect of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityrevoking or limiting, FDIC deposit insurance.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(con BYBK Disclosure Schedule 3.11: (a) Each of the Seller Disclosure ScheduleBYBK Companies conducts its business in compliance with all Laws applicable to it, each Plan has been operated in all respects in accordance its properties, assets and deposits, its business, and its conduct of business and its relationship with the requirements of all applicable Law and all persons who participate in the operation of its employees conducting such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawbusiness, except where such violations of applicable Law noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect Effect; (b) Each of the BYBK Companies has, and since December 31, 2012, has had, all material permits, licenses, authorizations, orders and approvals of all Regulatory Authorities that are required in order to permit it to own or lease its properties and carry on its business as it is presently conducted, and have paid all fees and assessments due and payable in connection therewith; all such permits, licenses, authorizations, orders and approvals are in full force and effect, and no suspension or cancellation of any of them is, to the SellerKnowledge of BYBK, threatened, and to the Knowledge of BYBK no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the Contemplated Transactions, subject to obtaining the receipt of all requisite approvals or consents from the Regulatory Authorities in order to consummate the Contemplated Transactions. The Seller None of the BYBK Companies is in default or violation of any such permits, licenses, authorizations, orders and approvals. None of the Seller Subsidiaries BYBK Companies have performed been given notice or been charged with any violation of any Law or condition to approval of any Regulatory Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (c) Since January 1, 2012, each of the BYBK Companies has timely filed all obligations reports, forms, filings, schedules, information, data, registrations, submissions, statements and other documents, together with any amendments required to be performed made with respect thereto, that it was required by Law to file with any of them underRegulatory Authority (collectively, are not in any respect in default under or in violation ofthe “BYBK Reports”), and has paid all fees and assessments due and payable in connection therewith, and each of such reports, forms, filings, etc. were complete and accurate in all material respects and complied in all material respects with all Laws under which it was filed (or was amended so as to be in compliance promptly following discovery of such noncompliance) and, to the Seller extent such filings contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices and, in the Seller Subsidiaries have no knowledge case of any default or violation the BYBK SEC reports, GAAP, throughout the periods covered by any party to, any Plansuch filing, except where such failures, defaults or violations to the extent failure to timely file would not, individually or in the aggregate, be expected to have a Material Adverse Effect Effect; except as disclosed in BYBK Disclosure Schedule 3.11, none of the BYBK Reports when filed with the SEC (the “BYBK SEC Reports”), and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; there (i) is no unresolved violation, criticism or exception by any Regulatory Authority with respect to any report or statement relating to any examinations, inspections or investigations of BYBK or any BYBK Subsidiary (not including any supervisory suggestions or recommendations), (ii) are no outstanding formal or informal inquiries by, or unresolved disagreements or disputes with, any Regulatory Authority with respect to the Seller. business, operations, policies or procedures of BYBK or any BYBK Subsidiary, and (iii) are no outstanding comments from or unresolved issues raised by the SEC, as applicable, with respect to any of the BYBK SEC Reports; and none of the BYBK Subsidiaries is required to file periodic reports pursuant to Sections 13 or 15(d) of the Exchange Act; (d) No legal action, suit or claim is pending Regulatory Authority has initiated any proceeding or, to the knowledge Knowledge of BYBK, investigation into the business or operations of the Seller BYBK Companies that has not been resolved; (e) Since January 1, 2014, none of the BYBK Companies has received any notification or communication from any Regulatory Authority: (i) Asserting that it is not in substantial compliance with any Law that 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 that is material to it; or (iii) Except as disclosed in BYBK Disclosure Schedule 3.11, requiring or threatening to require it, or indicating that it may be required, to enter into a cease and desist order, consent agreement, other agreement or memorandum of understanding, or any other agreement directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner its operations, including without limitation any restriction on the Seller Subsidiariespayment of dividends (any such notice, threatened communication, memorandum, agreement or order described in this Section 3.11(e)(iii) and addressed specifically to a BYBK Company herein referred to as a “BYBK Regulatory Agreement”); (f) Other than as disclosed in BYBK Disclosure Schedule 3.11, none of the BYBK Companies has received, consented to or entered into any BYBK Regulatory Agreement that is currently in effect, nor has any BYBK Company been advised since January 1, 2013 by any Regulatory Authority that it is considering issuing, initiating, ordering or requesting any BYBK Regulatory Agreement that has not already been issued, initiated, ordered or requested; (g) There is no unresolved violation, criticism or exception by any Regulatory Authority with respect to any Plan (other than claims for benefits in the ordinary course) andBYBK Regulatory Agreement, except as disclosed in SECTION 2.10(cto the extent permitted by such BYBK Regulatory Agreement; (h) There is no settlement, Order or regulatory restriction imposed upon or entered into by any of the BYBK Companies or upon any of their assets; (i) BYBK has designed and implemented and maintains disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Seller Disclosure ScheduleExchange Act) to ensure that material information relating to the BYBK Companies is made known to the management of BYBK by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the BYBK SEC Reports; (j) Since January 1, 2013, (i) no BYBK Company nor, to the Knowledge of BYBK, any director, officer, employee, auditor, accountant or other Representative of any BYBK Company, has received or otherwise had or obtained knowledge of the Seller any material complaint, allegation, assertion or the Seller Subsidiariesclaim, whether written or oral, regarding its accounting or auditing practices, procedures, methodologies or methods or its internal accounting controls, including any material complaint, allegation, assertion or claim that it has engaged in questionable accounting or auditing practices, and (ii) no fact attorney representing any BYBK Company, whether or event exists that could give rise not employed by it, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any such actiondirector or officer; and (k) BYBK has, suit or claim. Except as disclosed in SECTION 2.10(call material respects, (i) properly certified all foreign deposit accounts and has made all necessary tax withholdings on all of its deposit accounts, (ii) timely and properly filed and maintained all requisite Currency Transaction Reports and other related forms, including any requisite Custom Reports required by any agency of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 U.S. Department of the Code that has not been satisfied in full Treasury, including the IRS, and no condition exists that presents a material risk (iii) timely filed all Suspicious Activity Reports with the Financial Crimes Enforcement Network (bureau of incurring any such liabilitythe U.S. Department of the Treasury) required to be filed by it pursuant to applicable Laws.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule4.12.1. To ABNJ’s Knowledge, each Plan has been operated of ABNJ and each ABNJ Subsidiary is in compliance in all material respects in accordance with the requirements of all applicable Law federal, state, local and foreign statutes, laws, regulations, ordinances, rules, A-19 judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA Patriot Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, and all persons who participate in the operation of such Plans other applicable fair lending laws and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect other laws relating to discriminatory business practices and neither ABNJ nor any ABNJ Subsidiary has received any written notice to the Sellercontrary. The Seller Board of Directors of American Bank has adopted and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, American Bank has implemented an anti-money laundering program that contains adequate and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code appropriate customer identification verification procedures that has not been satisfied deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 of the USA Patriot Act and the regulations thereunder. 4.12.2. Each of ABNJ and each ABNJ Subsidiary has all material permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Entities and Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the Knowledge of ABNJ, no condition exists that presents a material risk suspension or cancellation of incurring any such liabilitypermit, license, certificate, order or approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining Regulatory Approvals. 4.12.3. For the period beginning January 1, 2003, neither ABNJ nor any ABNJ Subsidiary has received any written notification or, to ABNJ’s Knowledge, any other communication from any Bank Regulator (i) asserting that ABNJ or any ABNJ Subsidiary is not in material compliance with any of the statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to ABNJ or any ABNJ Subsidiary; (iii) requiring, or threatening to require, ABNJ or any ABNJ Subsidiary, or indicating that ABNJ or any ABNJ Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the supervision or regulation of banks or engages in the insurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of ABNJ or any ABNJ 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 ABNJ or any ABNJ Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as a “ABNJ Regulatory Agreement”). Neither ABNJ nor any ABNJ Subsidiary has consented to or entered into any ABNJ Regulatory Agreement that is currently in effect or that was in effect since January 1, 2003. The most recent regulatory rating given to American Bank as to compliance with the Community Reinvestment Act (“CRA”) is satisfactory or better. 4.12.4. Since the enactment of the Xxxxxxxx-Xxxxx Act, ABNJ has been and is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq. ABNJ DISCLOSURE SCHEDULE 4.12.4 of sets forth, as of November 30, 2008, a schedule of all officers and directors of ABNJ who have outstanding loans from ABNJ or American Bank, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) To the Knowledge of the Seller Disclosure ScheduleXxxxxxxx, each Plan has been operated of Xxxxxxxx and each Xxxxxxxx Subsidiary is in compliance in all material respects in accordance with the requirements of all applicable Law federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA PATRIOT Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, and all persons who participate in the operation of such Plans other applicable fair lending laws and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawother laws relating to discriminatory business practices, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect and neither Xxxxxxxx nor any Xxxxxxxx Subsidiary has received any written notice to the Seller. The Seller contrary. (b) Each of Xxxxxxxx and the Seller Subsidiaries have performed each Xxxxxxxx Subsidiary has all obligations required to be performed by any of them undermaterial permits, are not in any respect in default under or in violation licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the Seller and the Seller Subsidiaries have Knowledge of Xxxxxxxx, no knowledge suspension or cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the Regulatory Approvals. (c) For the period beginning January 1, 2008, neither Xxxxxxxx nor any party to, Xxxxxxxx Subsidiary has received any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending written notification or, to the knowledge Knowledge of Xxxxxxxx, any other communication from any Bank Regulator (i) asserting that Xxxxxxxx or any Xxxxxxxx Subsidiary is not in material compliance with any of the Seller statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to Xxxxxxxx or any Xxxxxxxx Subsidiary; (iii) requiring or threatening to require Xxxxxxxx or any Xxxxxxxx Subsidiary, or indicating that Xxxxxxxx or any Xxxxxxxx Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of Xxxxxxxx or any Xxxxxxxx Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) anddirecting, except restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of Xxxxxxxx or any Xxxxxxxx Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as disclosed in SECTION 2.10(can “Xxxxxxxx Regulatory Agreement”). Neither Xxxxxxxx nor any Xxxxxxxx Subsidiary has consented to or entered into any currently effective Xxxxxxxx Regulatory Agreement. (d) Since the enactment of the Seller Disclosure ScheduleXxxxxxxx-Xxxxx Act, to Xxxxxxxx has been and is in compliance in all material respects with (i) the knowledge applicable provisions of the Seller or Xxxxxxxx-Xxxxx Act and (ii) the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) applicable listing and corporate governance rules and regulations of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityAmex.

Compliance with Applicable Law. Except as disclosed (a) NPB and each NPB Subsidiary hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under, and have complied in SECTION 2.10(call 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 on NPB. (b) NPB and each NPB 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 Seller Disclosure ScheduleUnited States, each Plan has been operated any state or any Regulatory Authority, and have paid all fees and assessments due and payable in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawconnection therewith, except where the failure to file such violations report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not have a Material Adverse Effect on NPB. (c) No Regulatory Authority has initiated any proceeding or, to the Knowledge of applicable Law would NPB, investigation into the businesses or operations of NPB or any of its Subsidiaries, except where any such proceedings or investigations will not, individually or in the aggregate, have a Material Adverse Effect on NPB, or such proceedings or investigations have been terminated or otherwise resolved. (d) Neither NPB nor any NPB Subsidiary has received any notification or communication from any Regulatory Authority: (i) asserting that NPB or any NPB 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 NPB or any NPB Subsidiary; (iii) requiring or threatening to require NPB or any NPB Subsidiary, or indicating that NPB or any NPB 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 NPB or any NPB 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 NPB or any NPB 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 set forth in Section 4.12(a) of the NPB Disclosure Schedule. (e) Neither NPB nor any NPB Subsidiary has received, consented to, or entered into any Regulatory Agreement except as heretofore disclosed to KNBT. (f) To the Knowledge of NPB, there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required any Regulatory Agreement which if resolved in a manner adverse to be performed by NPB or any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations NPB Subsidiary would not, individually or in the aggregate, have a Material Adverse Effect with respect to on NPB. (g) There is no injunction, order, judgment or decree imposed upon NPB or any NPB Subsidiary or the Seller. No legal actionassets of NPB or any NPB Subsidiary which has had, suit or claim is pending or, to the knowledge Knowledge of the Seller or the Seller SubsidiariesNPB, threatened with respect to any Plan (other than claims for benefits in the ordinary course) andwould have, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityMaterial Adverse Effect on NPB.

Compliance with Applicable Law. (a) Except for the Sprint Licenses, iPCS and each of its Subsidiaries hold, and have at all times held, all licenses, certificates, consents, franchises, permits and authorizations (each, a "iPCS Permit") necessary for the lawful conduct of their respective businesses (as disclosed presently conducted) and the lawful ownership, use and operation of their respective assets (as presently owned, operated and used) under and pursuant to all, and have complied with and are not in SECTION 2.10(c) default in any material respect under any, applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to iPCS or any of its Subsidiaries, and neither iPCS nor any of its Subsidiaries knows of, or has received notice of any violations of any of the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawabove, except where the failure to have any such violations of applicable Law iPCS Permit, the failure to be in compliance, or such violation or default has not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have on iPCS. (b) iPCS has no knowledge of any default investigation, notice of apparent liability, violation, forfeiture or violation other order or complaint issued by or before the FCC or any party toother Governmental Entity or of any other proceedings of or before the FCC or any other Governmental Entity relating to iPCS or any of its Subsidiaries or to any authorizations under which iPCS conducts its business, any Plan, except where such failures, defaults or violations would not, individually or in not including the aggregate, have a Material Adverse Effect with respect to the SellerSprint Licenses. No legal action, suit or claim is proceedings are pending or, to the knowledge of iPCS, threatened to revoke or limit any of the Seller iPCS Permits or the Seller Subsidiaries, threatened with respect to any Plan Sprint Licenses. (other than claims for benefits in the ordinary coursec) and, except as disclosed in SECTION 2.10(cSection 5.16(c) of the Seller iPCS Disclosure ScheduleSchedule sets forth a list of all material iPCS Permits (the "Material iPCS Permits"). iPCS is the exclusive holder of each Material iPCS Permit, free and clear of all Liens other than Permitted Liens and Liens listed on the face of such Material iPCS Permit or generally applicable to similarly situated companies. Each Material iPCS Permit is valid and in full force and effect without condition, except for conditions listed on the face of such Material iPCS Permit or generally applicable to similarly situated companies. To the knowledge of the Seller iPCS, no event has occurred which (i) results in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, adverse modification, non-renewal, impairment, restriction or termination of, or order of forfeiture or substantial fine with respect to, any Material iPCS Permits or the Seller Sprint Licenses, or (ii) affects or would reasonably be expected in the future to affect any of the rights of iPCS or its Subsidiaries under any Material iPCS Permits or any of the rights of Sprint PCS under the Sprint Licenses other than regulatory events generally applicable to personal communications services licensees. No facts are known to iPCS or any of its Subsidiaries which if known by a Governmental Entity of competent jurisdiction would present a substantial risk that any iPCS Permit could be revoked, suspended, adversely modified, not renewed, impaired, restricted, terminated or forfeited, or could result in a substantial fine imposed against iPCS or any of its Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) and neither the execution by iPCS of this Agreement nor the consummation of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) Merger or any material liability under Section 302 of ERISA or Section 412 of the Code other transactions contemplated by this Agreement is reasonably likely to result in the occurrence of any of the consequences set forth in this Section 5.16(c) assuming that has not been satisfied the consents and approvals referred to in full and no condition exists that presents a material risk of incurring any such liabilitySection 5.4 are duly obtained.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) The Company and each of its Subsidiaries hold, and have at all times held, all licenses, franchises, permits, consents, approvals and authorizations which are required for the Seller Disclosure Schedulelawful conduct of their respective businesses and ownership of their respective properties, each Plan has been operated in all respects in accordance with the requirements of all rights and assets under and pursuant to applicable Law (and have paid all persons who participate fees and assessments due and payable in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawconnection therewith), except where the failure to hold such violations of applicable Law license, franchise, permit, consent, approval or authorization has not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect with respect on the Company and, to the Sellerknowledge of the Company, no suspension or cancellation of any such required license, franchise, permit, consent, approval or authorization is threatened. The Seller Company and the Seller each of its Subsidiaries have performed complied in all obligations required to be performed by any of them undermaterial respects with, and are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by in any party tomaterial respect of, (i) any applicable Law, including without limitation, all Laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and any other Law relating to discriminatory lending, financing or leasing practices, Sections 23A and 23B of the Federal Reserve Act and the Xxxxxxxx-Xxxxx Act, and (ii) any posted or internal privacy policies relating to data protection or privacy, including without limitation, the protection of personal information. Neither the Company nor any of its Subsidiaries has knowledge of, or has received notice of, any Planmaterial default or violations of any applicable Law. (b) The Company and each of its Subsidiaries has properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents, applicable Law and common law, except where the failure to so administer such failures, defaults or violations accounts would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect with respect to on the SellerCompany. No legal action, suit or claim is pending or, to the knowledge None of the Seller or the Seller Company, any of its Subsidiaries, threatened or any director, officer or employee of the Company or of any of its Subsidiaries, has committed any breach of trust or fiduciary duty with respect to any Plan (other than claims for benefits such fiduciary account that would reasonably be expected to have, individually or in the ordinary course) aggregate, a Material Adverse Effect on the Company, and, except as disclosed would not reasonably be expected to have, individually or in SECTION 2.10(c) the aggregate, a Material Adverse Effect on the Company, the accountings for each such fiduciary account are true and correct and accurately reflect the assets of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityfiduciary account.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(con OLB Disclosure Schedule 4.11: (a) Each of the Seller Disclosure ScheduleOLB Companies conducts its business in compliance with all Laws applicable to it, each Plan has been operated in all respects in accordance its properties, assets and deposits, its business, and its conduct of business and its relationship with the requirements of all applicable Law and all persons who participate in the operation of its employees conducting such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawbusiness, except where such violations of applicable Law noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect Effect; (b) Each of the OLB Companies has, and since December 31, 2012, has had, all material permits, licenses, authorizations, orders and approvals of all Regulatory Authorities that are required in order to permit it to own or lease its properties and carry on its business as it is presently conducted, and have paid all fees and assessments due and payable in connection therewith; all such permits, licenses, authorizations, orders and approvals are in full force and effect, and no suspension or cancellation of any of them is, to the SellerKnowledge of OLB, threatened, and to the Knowledge of OLB no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the Contemplated Transactions, subject to obtaining the receipt of all requisite approvals or consents from the Regulatory Authorities in order to consummate the Contemplated Transactions. The Seller None of the OLB Companies is in default or violation of any such permits, licenses, authorizations, orders and approvals. None of the Seller Subsidiaries OLB Companies have performed been given notice or been charged with any violation of any Law or condition to approval of any Regulatory Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (c) Since January 1, 2012, each of the OLB Companies has timely filed all obligations reports, forms, filings, schedules, information, data, registrations, submissions, statements and other documents, together with any amendments required to be performed made with respect thereto, that it was required by Law to file with any of them underRegulatory Authority (collectively, are not in any respect in default under or in violation ofthe “OLB Reports”), and has paid all fees and assessments due and payable in connection therewith, and each of such reports, forms, filings, etc. were complete and accurate in all material respects and complied in all material respects with all Laws under which it was filed (or was amended so as to be in compliance promptly following discovery of such noncompliance) and, to the Seller extent such filings contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices and, in the Seller Subsidiaries have no knowledge case of any default or violation the OLB SEC reports, GAAP, throughout the periods covered by any party to, any Plansuch filing, except where such failures, defaults or violations to the extent failure to timely file would not, individually or in the aggregate, be expected to have a Material Adverse Effect Effect; none of the OLB Reports when filed with the SEC (the “OLB SEC Reports”), and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; there (i) is no unresolved violation, criticism or exception by any Regulatory Authority with respect to any report or statement relating to any examinations, inspections or investigations of OLB or any OLB Subsidiary (not including any supervisory suggestions or recommendations), (ii) are no outstanding formal or informal inquiries by, or unresolved disagreements or disputes with, any Regulatory Authority with respect to the Seller. business, operations, policies or procedures of OLB or any OLB Subsidiary, and (iii) are no outstanding comments from or unresolved issues raised by the SEC, as applicable, with respect to any of the OLB SEC Reports; and none of the OLB Subsidiaries is required to file periodic reports pursuant to Sections 13 or 15(d) of the Exchange Act; (d) No legal action, suit or claim is pending Regulatory Authority has initiated any proceeding or, to the knowledge Knowledge of OLB, investigation into the business or operations of the Seller OLB Companies that has not been resolved; (e) Since January 1, 2014, none of the OLB Companies has received any notification or communication from any Regulatory Authority: (i) Asserting that it is not in substantial compliance with any Law that 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 that is material to it; or (iii) Requiring or threatening to require it, or indicating that it may be required, to enter into a cease and desist order, consent agreement, other agreement or memorandum of understanding, or any other agreement directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner its operations, including without limitation any restriction on the Seller Subsidiariespayment of dividends (any such notice, threatened communication, memorandum, agreement or order described in this Section 4.11(e)(iii) and addressed specifically to an OLB Company herein referred to as an “OLB Regulatory Agreement”); (f) None of the OLB Companies has received, consented to or entered into any OLB Regulatory Agreement that is currently in effect, nor has any OLB Company been advised since January 1, 2013 by any Regulatory Authority that it is considering issuing, initiating, ordering or requesting any OLB Regulatory Agreement that has not already been issued, initiated, ordered or requested; (g) There is no unresolved violation, criticism or exception by any Regulatory Authority with respect to any Plan (other than claims for benefits in the ordinary course) andOLB Regulatory Agreement, except as disclosed in SECTION 2.10(cto the extent permitted by such OLB Regulatory Agreement; (h) There is no settlement, Order or regulatory restriction imposed upon or entered into by any of the OLB Companies or upon any of their assets; (i) OLB has designed and implemented and maintains disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Seller Disclosure ScheduleExchange Act) to ensure that material information relating to the OLB Companies is made known to the management of OLB by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the OLB SEC Reports; (j) Since January 1, 2013, (i) no OLB Company nor, to the Knowledge of OLB, any director, officer, employee, auditor, accountant or other Representative of any OLB Company, has received or otherwise had or obtained knowledge of the Seller any material complaint, allegation, assertion or the Seller Subsidiariesclaim, whether written or oral, regarding its accounting or auditing practices, procedures, methodologies or methods or its internal accounting controls, including any material complaint, allegation, assertion or claim that it has engaged in questionable accounting or auditing practices, and (ii) no fact attorney representing any OLB Company, whether or event exists that could give rise not employed by it, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any such actiondirector or officer; and (k) OLB has, suit or claim. Except as disclosed in SECTION 2.10(call material respects, (i) properly certified all foreign deposit accounts and has made all necessary tax withholdings on all of its deposit accounts, (ii) timely and properly filed and maintained all requisite Currency Transaction Reports and other related forms, including any requisite Custom Reports required by any agency of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 U.S. Department of the Code that has not been satisfied in full Treasury, including the IRS, and no condition exists that presents a material risk (iii) timely filed all Suspicious Activity Reports with the Financial Crimes Enforcement Network (bureau of incurring any such liabilitythe U.S. Department of the Treasury) required to be filed by it pursuant to applicable Laws.

Compliance with Applicable Law. Except as disclosed (a) The Business is being conducted in SECTION 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance compliance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except (i) as set forth in the Sellers’ Exception Report, dated as of the date of the Original Asset Purchase Agreement (the “Exception Report”), a copy of which has heretofore been delivered to Purchaser, (ii) for the matters that are the subject of the Consent Order and for which indemnification is otherwise being provided under Section 10.02(c) or Section 10.02(d) of this Agreement, and (iii) where any failure to comply with applicable Law, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Each Seller has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to own or lease the Purchased Assets and to conduct the Business as presently conducted, and each employee, officer or agent of each Seller has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for such violations employee, officer or agent to conduct his or her activities for the applicable Seller in the conduct of applicable Law the Business, except, in each case, (i) as set forth in the Licensing Report or (ii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect Effect. All such Permits are in full force and effect; and to the Seller. The Seller and Knowledge of the Sellers, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions, subject to obtaining the Seller Subsidiaries have performed all obligations required to be performed by any Required Governmental Approvals. (c) Except as set forth in Section 4.12(c) of them under, are not in any respect in default under or in violation of, and the Seller Disclosure Schedules, neither Seller is a party to or is subject to any outstanding settlement agreement, consent agreement, cease and the Seller Subsidiaries have no knowledge desist order, agreement or memorandum of understanding or any default other Order, agreement, or violation by any party similar supervisory arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, any Plan, Governmental Entity except where any such failures, defaults or violations would notregulatory action that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending orEffect. (d) Neither Seller nor, to the knowledge Knowledge of the Seller Sellers, any agent, servicer or the Seller Subsidiariescontractor thereof, threatened with respect to has experienced any Plan (other than claims for benefits actual breach in the ordinary course) and, except as disclosed in SECTION 2.10(c) data security involving personally identifiable information of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityServiced Mortgagors.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) To the Knowledge of the Seller Disclosure ScheduleInvestors Bancorp, each Plan has been operated of Investors Bancorp and each Investors Bancorp Subsidiary is in compliance in all material respects in accordance with all applicable Federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA PATRIOT Act, the Equal Credit Opportunity Act, the Fair Housing Act, the CRA, the Home Mortgage Disclosure Act, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices, and neither Investors Bancorp nor any Investors Bancorp Subsidiary has received any written notice to the contrary. The Board of Directors of Investors Bank has adopted and Investors Bank has implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Entity and that meets the requirements of all applicable Law Sections 352 and all persons who participate in 326 of the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller USA PATRIOT Act and the Seller Subsidiaries have performed regulations thereunder. Neither Investors Bancorp nor any Investors Subsidiary is a party to any agreement with any individual or group regarding CRA matters. (b) Each of Investors MHC, Investors Bancorp and each Investors Bancorp Subsidiary has all obligations required to be performed by any of them undermaterial permits, are not in any respect in default under or in violation licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Entities and Regulatory Authorities that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the Seller and the Seller Subsidiaries have Knowledge of Investors Bancorp, no knowledge suspension or cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the Regulatory Approvals. (c) Since December 31, 2009, neither Investors MHC, Investors Bancorp nor any party to, Investors Bancorp Subsidiary has received any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending written notification or, to the knowledge Knowledge of Investors Bancorp, any other communication from any Regulatory Authority (i) asserting that Investors MHC, Investors Bancorp or any Investors Bancorp Subsidiary is not in material compliance with any of the Seller statutes, regulations or ordinances which such Regulatory Authority enforces; (ii) requiring or threatening to require Investors MHC, Investors Bancorp or any Investors Bancorp Subsidiary, or indicating that Investors MHC, Investors Bancorp or any Investors Bancorp Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any Federal or state governmental agency or authority which is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits restricting in any material respect the operations of Investors Bancorp or any Investors Bancorp Subsidiary, including without limitation any restriction on the payment of dividends; or (iii) anddirecting, except in any manner the operations of Investors Bancorp or any Investors Bancorp Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as disclosed an “Investors Bancorp Regulatory Agreement”). Neither Investors MHC, Investors Bancorp nor any Investors Bancorp Subsidiary has consented to or entered into any currently effective Investors Bancorp Regulatory Agreement. The most recent regulatory rating given to Investors Bank as to compliance with the CRA is satisfactory or better. (d) Investors Bancorp is in SECTION 2.10(ccompliance in all material respects with (i) the applicable provisions of the Seller Disclosure Schedule, to Xxxxxxxx-Xxxxx Act of 2002 and (ii) the knowledge applicable listing and corporate governance rules and regulations of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityNasdaq.

Compliance with Applicable Law. Except NCF and each of its Subsidiaries: (a) is in compliance, in the conduct of its business, with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including the Xxxxxxxx-Xxxxx Act of 2002, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act, and, as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduledate hereof, NCF, and each Plan other depository Subsidiary of NCF, has been operated in a Community Reinvestment Act rating of "satisfactory" or better; (b) has all respects in accordance with the requirements of all applicable Law permits, licenses, franchises, certificates, orders, and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation approvals of, and has made all filings, applications, and registrations with, Governmental Entities that are required in order to permit NCF and each of its Subsidiaries to carry on its business as currently conducted; (c) has, since December 31, 2000, received no notification or communication from any Governmental Entity (i) asserting that NCF or any of its Subsidiaries is not in compliance with any statutes, regulations or ordinances, (ii) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, or (iii) threatening or contemplating revocation or limitation of, or which would have the Seller effect of revoking or limiting, FDIC deposit insurance; and (d) is not a party to or subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter, supervisory letter or similar submission to, and has not adopted any board resolution at the Seller request of, any Governmental Entity charged with the supervision or regulation of depository institutions or engaged in the insurance of deposits or the supervision or regulation of NCF or any of its Subsidiaries have no knowledge and neither NCF nor any of any default or violation its Subsidiaries has been advised by any party to, any Plan, except where such failures, defaults Governmental Entity that such Governmental Entity is contemplating issuing or violations would not, individually requesting (or in is considering the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit appropriateness of issuing or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary courserequesting) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such actionorder, suit decree, agreement, memorandum of understanding, commitment letter, supervisory letter or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) similar submission or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityrequest.

Compliance with Applicable Law. Except as disclosed in SECTION Section 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to on the SellerSeller and the Seller Subsidiaries, taken as a whole. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to on the SellerSeller and the Seller Subsidiaries, taken as a whole. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION Section 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION Section 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liability.

Compliance with Applicable Law.  (a) Except as disclosed set forth on MNB Disclosure Schedule 2.13, each of MNB and each MNB Subsidiary is, and since January 1, 2013 has been, in SECTION 2.10(ccompliance in all material respects with all, and is not in default in any material respect under any, applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its customers and employees, and neither MNB nor any MNB Subsidiary has received any written notice to the contrary since January 1, 2014.  (b) MNB and each of its Subsidiaries holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of their businesses under, and have complied in all material respects with, applicable laws, statutes, orders, rules or regulations of any federal, state or local governmental authority relating to them, including, without limitation, the Equal Credit Opportunity Act, the United States Foreign Corrupt Practices Act, the Fair Housing Act, the Community Reinvestment Act, Home Mortgage Disclosure Act, the USA PATRIOT Act, the Bank Secrecy Act, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, Regulation O, applicable limits on loans to one borrower, and all other applicable fair lending laws and other laws relating to discriminatory business practice, other than where such failure to hold or such noncompliance will neither result in a 29  (c) Except as set forth on MNB Disclosure Schedule 2.13, since January 1, 2016, neither MNB nor any MNB Subsidiary has received any notification or communication from any Governmental Entity: (i) asserting that MNB or any MNB Subsidiary is not in compliance with any of the Seller Disclosure Schedulestatutes, each Plan has been operated in all respects in accordance with the requirements regulations or ordinances which such Governmental Entity enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to MNB or any MNB Subsidiary; (iii) requiring or threatening to require MNB or any MNB Subsidiary, or indicating that MNB or any MNB Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawunderstanding or any other agreement restricting or limiting, except where such violations of applicable Law would notor purporting to restrict or limit, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect manner the operations of MNB or any MNB Subsidiary, including without limitation any restriction on the payment of dividends; (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in default under any manner the operations of MNB or in violation ofany MNB Subsidiary, and including without limitation any restriction on the Seller and the Seller Subsidiaries have no knowledge payment of dividends; or (v) imposing any default or violation by any party tocivil monetary penalties on MNB , any PlanMNB Subsidiary, except where or any directors of MNB (any such failuresnotice, defaults communication, memorandum, agreement or violations would not, individually or order described in the aggregate, have this sentence is hereinafter referred to as a Material Adverse Effect with respect to the Seller“Regulatory Agreement”). No legal action, suit or claim Neither MNB nor any MNB Subsidiary is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect currently subject to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claimRegulatory Agreement. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liability.

Compliance with Applicable Law. Except STI and each of its Subsidiaries: (a) is in compliance, in the conduct of its business, with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including the Xxxxxxxx-Xxxxx Act of 2002, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act, and, as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduledate hereof, STI, and each Plan other depository Subsidiary of STI, has been operated in a Community Reinvestment Act rating of "satisfactory" or better; (b) has all respects in accordance with the requirements of all applicable Law permits, licenses, franchises, certificates, orders, and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation approvals of, and has made all filings, applications, and registrations with, Governmental Entities that are required in order to permit STI and each of its Subsidiaries to carry on its business as currently conducted; (c) has, since December 31, 2000, received no notification or communication from any Governmental Entity (i) asserting that STI or any of its Subsidiaries is not in compliance with any statutes, regulations or ordinances, (ii) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, or (iii) threatening or contemplating revocation or limitation of, or which would have the Seller effect of revoking or limiting, FDIC deposit insurance; and (d) is not a party to or subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter, supervisory letter or similar submission to, and has not adopted any board resolution at the Seller request of, any Governmental Entity charged with the supervision or regulation of depository institutions or engaged in the insurance of deposits or the supervision or regulation of STI or any of its Subsidiaries have no knowledge and neither STI nor any of any default or violation its Subsidiaries has been advised by any party to, any Plan, except where such failures, defaults Governmental Entity that such Governmental Entity is contemplating issuing or violations would not, individually requesting (or in is considering the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit appropriateness of issuing or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary courserequesting) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such actionorder, suit decree, agreement, memorandum of understanding, commitment letter, supervisory letter or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) similar submission or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityrequest.

Compliance with Applicable Law. Except as disclosed (a) Buyer and each of its Subsidiaries hold, and have at all times since December 31, 2017 held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in SECTION 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawconnection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such violations of applicable Law would notlicense, franchise, permit or authorization (nor the failure to pay any fees or assessments) would, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect with respect on Buyer, and to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of Buyer, no suspension or cancellation of any default such necessary license, franchise, permit or violation by any party toauthorization is threatened. (b) Except as would not reasonably be likely to have, any Plan, except where such failures, defaults or violations would not, either individually or in the aggregate, have a Material Adverse Effect on Buyer, Buyer and each of its Subsidiaries have complied with respect and are not in default or violation under any law, statute, order, rule, regulation, policy or guideline of any Governmental Entity applicable to Buyer or any of its Subsidiaries. (c) Buyer Bank has a Community Reinvestment Act rating of “outstanding” or better as of its most recently completed Community Reinvestment Act examination. (d) Buyer maintains a written information privacy and security program that maintains reasonable measures to protect the Seller. No legal actionprivacy, suit confidentiality and security of all Personal Data against any (i) loss or claim is pending ormisuse of Personal Data, to (ii) unauthorized or unlawful operations performed upon Personal Data, or (iii) other act or omission that compromises the knowledge security or confidentiality of Personal Data. (e) As of the Seller or date hereof, Buyer, Buyer Bank and each other insured depository institution Subsidiary of Buyer maintain regulatory capital ratios that exceed the Seller Subsidiaries, threatened with respect to any Plan levels established for “well capitalized” institutions (other than claims for benefits in under the ordinary courserelevant regulatory capital regulation of the institution’s primary bank regulator) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduledate hereof, neither the Seller Buyer nor any Seller Subsidiary of its Subsidiaries has incurred received any material liability to notice from a Governmental Entity that its status as “well-capitalized” or that Buyer Bank’s Community Reinvestment Act rating will change within one (1) year from the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 date of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitythis Agreement.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) The Orchard and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements lawful conduct of all applicable Law their respective businesses under and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawpursuant to each, except where neither the cost of failure to hold nor the cost of obtaining and holding such violations of applicable Law would notlicense, franchise, permit or authorization would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to on the SellerOrchard. The Seller Orchard and the Seller each of its Subsidiaries have performed all obligations required to be performed by any of them under, complied with and are not in any respect in default under or in violation ofany applicable law, and the Seller and the Seller Subsidiaries have no knowledge statute, order, rule, regulation, policy and/or guideline of any default Governmental Entity relating to the Orchard or violation by any party to, any Planof its Subsidiaries, except where neither the cost of such failuresnoncompliance or default nor the cost of compliance or cure of default would, defaults or violations would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on the Orchard. Without limitation, during the three (3) years prior to the Seller. No legal actionExecution Date, suit none of the Orchard, and of its Subsidiaries, or claim is pending orany director, officer, employee, agent or other person acting on behalf of the Orchard or any of its Subsidiaries has to the Knowledge of the Orchard, directly or indirectly, (i) used any funds of the Orchard or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Orchard or any of its Subsidiaries; (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law; (iv) established or maintained any unlawful fund of monies or other assets of the Orchard or any of its Subsidiaries; (v) made any fraudulent entry on the books or records of the Orchard or any of its Subsidiaries; or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the knowledge Orchard or any of the Seller or the Seller its Subsidiaries, threatened with respect to any Plan (other than claims pay for benefits in favorable treatment for business secured or to pay for special concessions already obtained for the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) Orchard or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityits Subsidiaries.

Compliance with Applicable Law. Except as disclosed Neither the Parent Parties nor any of Parent's Subsidiaries is in SECTION 2.10(cviolation of, in any material respect, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under (a) its respective Charter Documents, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Entity (provided that this Section 4.5(b) shall not apply to any matter to the extent such matter is specifically covered by any other representation or warranty contained herein referring to a law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Entity, including without limitation those set forth in this Section 4.5 and in Sections 4.7, 4.8, 4.10 and 4.13) or (c) any loan, guarantee of indebtedness, credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon the Parent Parties or any of Parent's Subsidiaries, or result in the creation of any Lien upon any of the Seller Disclosure Scheduleproperties or assets of the Parent Parties or any of Parent's Subsidiaries, each Plan has been operated in all respects in accordance with the requirements of all applicable Law and all persons who participate except (in the operation case of such Plans and all Plan "fiduciaries" clause (within the meaning of Section 3(21b) of ERISAor (c) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect with respect to on Parent. Each of the Seller. The Seller Parent Parties and Parent's Subsidiaries has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Entities necessary for the lawful conduct of its business and the Seller Subsidiaries have performed all obligations required to be performed by any lawful ownership, use and operation of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Planits assets ("PARENT PERMITS"), except where such failures, defaults for Parent Permits which the failure to obtain or violations hold would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Each of the Parent Parties is in compliance with the terms of its Parent Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on Parent. No investigation or review by any Governmental Entity with respect to the Seller. No legal action, suit or claim Parent Parties is pending or, to the knowledge of the Seller or the Seller SubsidiariesParent, threatened with respect to any Plan (threatened, other than claims for benefits those the outcome of which would not, individually or in the ordinary course) andaggregate, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityMaterial Adverse Effect on Parent.

Compliance with Applicable Law. 4.12.1. Except as disclosed set forth in SECTION 2.10(c) of the Seller Disclosure ScheduleCB&T DISCLOSURE SCHEDULE 4.12.1, To CB&T's Knowledge, each Plan has been operated of CB&T and each CB&T Subsidiary is in compliance in all material respects in accordance with the requirements of all applicable Law federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA Patriot Act, The Bank Secrecy Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977 ("CRA"), the Home Mortgage Disclosure Act, and all persons who participate in the operation of such Plans other applicable fair lending laws and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect other laws relating to discriminatory business practices and neither CB&T nor any CB&T Subsidiary has received any written notice to the Sellercontrary. 4.12.2. The Seller Each of CB&T and the Seller Subsidiaries have performed each CB&T Subsidiary has all obligations required to be performed by any of them undermaterial permits, are not in any respect in default under or in violation licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the Seller and the Seller Subsidiaries have Knowledge of CB&T, no knowledge suspension or cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the approvals set forth in Section 8.3. 4.12.3. Except as set forth in CB&T DISCLOSURE SCHEDULE 4.12.3 for the period beginning January 1, 2002, neither CB&T nor any party to, CB&T Subsidiary has received any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending written notification or, to the knowledge CB&T's Knowledge, any other communication from any Bank Regulator (i) asserting that CB&T or any CB&T Subsidiary is not in material compliance with any of the Seller statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to CB&T or any CB&T Subsidiary; (iii) requiring or threatening to require CB&T or any CB&T Subsidiary, or indicating that CB&T or any CB&T Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of CB&T or any CB&T Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) anddirecting, except as disclosed restricting or limiting, or purporting to direct, restrict or limit, in SECTION 2.10(c) any material manner the operations of the Seller Disclosure Schedule, to the knowledge of the Seller CB&T or the Seller Subsidiaries, no fact or event exists that could give rise to any CB&T Subsidiary (any such actionnotice, suit communication, memorandum, agreement or claimorder described in this sentence is hereinafter referred to as a "Regulatory Agreement"). Except as disclosed set forth in SECTION 2.10(c) of the Seller Disclosure ScheduleCB&T DISCLOSURE SCHEDULE 4.12.3, neither the Seller CB&T nor any Seller CB&T Subsidiary has incurred consented to or entered into any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code Regulatory Agreement that has not been satisfied is currently in full effect. Any such Regulatory Agreement and no condition exists that presents a material risk of incurring any such liabilityall correspondence relating thereto is set forth in CB&T DISCLOSURE SCHEDULE 4.12.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) of the Seller Disclosure ScheduleTo FCB’s Knowledge, each Plan has been operated of FCB and each FCB Subsidiary is in compliance in all material respects with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA PATRIOT Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices and, except as described in accordance with FCB Disclosure Schedule 3.11(a), neither FCB nor any FCB Subsidiary has received any written notice to the contrary. The Board of Directors of Fraternity Bank has adopted and Fraternity Bank has implemented an anti-money laundering program that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and the regulations thereunder in all applicable Law material respects and has received no written notice from any Governmental Entity or Regulatory Authority that such program (i) does not contain adequate and appropriate customer identification verification procedures; or (ii) has been deemed ineffective. (b) Except as set forth in FCB Disclosure Schedule 3.11(b), each of FCB and each FCB Subsidiary has all persons who participate material permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Entities and Regulatory Authorities that are required in the operation of such Plans order to permit it to own or lease its properties and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, to conduct its business as presently conducted except where the failure to hold such violations of applicable Law permits, licensees, authorizations, orders or approvals, or the failure to make such filings, applications or registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on FCB; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect in all material respects and, to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any Knowledge of them underFCB, are not in any respect in default under no suspension or in violation of, and the Seller and the Seller Subsidiaries have no knowledge cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining Regulatory Approvals. (c) Since January 1, 2012, neither FCB nor any party to, FCB Subsidiary has received any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending written notification or, to the knowledge FCB’s Knowledge, any other communication from any Regulatory Authority (i) asserting that FCB or any FCB Subsidiary is not in material compliance with any of the Seller statutes, regulations or ordinances which such Regulatory Authority enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to FCB or any FCB Subsidiary; (iii) requiring, or threatening to require, FCB or any FCB Subsidiary, or indicating that FCB or any FCB Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of FCB or any FCB Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) anddirecting, except as disclosed restricting or limiting, or purporting to direct, restrict or limit, in SECTION 2.10(c) any manner the operations of FCB or any FCB Subsidiary, including without limitation any restriction on the Seller Disclosure Schedule, to the knowledge payment of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to dividends (any such actionnotice, suit communication, memorandum, agreement or claimorder described in this sentence is hereinafter referred to as a “FCB Regulatory Agreement”). Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller Neither FCB nor any Seller FCB Subsidiary has incurred consented to or entered into any material liability FCB Regulatory Agreement that is currently in effect or that was in effect since January 1, 2012. The most recent regulatory rating given to Fraternity Bank as to compliance with the Pension Benefit Guaranty Corporation Community Reinvestment Act (other than for premiums which have been paid when due“CRA”) is satisfactory or better. (d) This Section 3.11 does not apply to compliance with Environmental Laws by FCB or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityFCB Subsidiary.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Seller Disclosure ScheduleCode has received a favorable determination letter from the Internal Revenue Service that such Benefit Plan is qualified under Section 401(a) of the Code (as amended by the Tax Reform Act of 1986 and subsequent legislation prior to 1994) and that the trust under such Benefit Plan is exempt from tax under Section 501(a) of the Code. To the knowledge of Chiron, each no event has occurred that is likely to give rise to disqualification or loss of tax- exempt status of any such Benefit Plan has been operated in all respects in accordance with under Sections 401(a) or 501(a) of the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan Code. No "fiduciariesprohibited transaction" (within the meaning of Section 3(214975 of the Code or Sections 406 and 408 of ERISA) has occurred with respect to any of such Benefit Plans that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Company or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA) have acted in accordance with . Chiron has delivered to the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in Purchaser the aggregate, have a Material Adverse Effect most recent determination letter received from the Internal Revenue Service with respect to each such Benefit Plan. (b) All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each Benefit Plan. (c) All Benefit Plans are in substantial compliance in form and in operation with the Sellerrelevant provisions of ERISA and the Code, the regulations and published authorities thereunder, and all other laws applicable with respect to all such Benefit Plans. The Seller Company and the Seller its Subsidiaries have performed their obligations under all obligations required to be performed by any of them under, are not Benefit Arrangements in any respect in default under all material respects. There is no action (other than routine claims for benefits) pending or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of Chiron and the Seller Company threatened against any Benefit Arrangement or the Seller Subsidiaries, threatened with respect to arising out of any Plan Benefit Arrangement. (other than claims for benefits in the ordinary coursed) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(cSchedule 2.15.2 (which shall identify the entity obligated to make any payments due or which may become due), the execution and performance of this Agreement will not (i) constitute a stated triggering event under any Benefit Arrangement that will result in any payment (whether of severance pay or otherwise) becoming due from Chiron, the Company or any Subsidiaries to any present or former officer, employee, director or consultant (or dependents of any thereof) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) Company or any material liability under Section 302 of ERISA its Subsidiaries, or Section 412 (ii) accelerate the time of, or upon any act or event, or the lapse of time or both, result in any payment or vesting, or increase the amount, of compensation due to any employee, officer, director or consultant of the Code that has not been satisfied Company or any Subsidiaries under any Benefit Arrangements. (e) To the knowledge of Chiron and the Company, except as set forth on Schedule 2.15.2, all Benefit Plans and Benefit Arrangements maintained for foreign employees are in full compliance in all material respects in form and no condition exists that presents a material risk of incurring any in operation with all laws applicable to such liabilityBenefit Arrangements.

Compliance with Applicable Law. Except The Company and each of its Subsidiaries: (a) is in compliance, in the conduct of its business, with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including the Sxxxxxxx-Xxxxx Act of 2002, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act, and, as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduledate hereof, each Plan the Company has been operated in a Community Reinvestment Act rating of “satisfactory” or better; (b) has all respects in accordance with the requirements of all applicable Law permits, licenses, franchises, certificates, orders, and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation approvals of, and has made all filings, applications, and registrations with, Governmental Entities that are required in order to permit the Seller Company and each of its Subsidiaries to carry on its business as currently conducted; (c) has, since December 31, 2000, received no notification or communication from any Governmental Entity (i) asserting that the Seller Company or any of its Subsidiaries is not in compliance with any statutes, regulations or ordinances, (ii) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, or (iii) threatening or contemplating revocation or limitation of, or which would have no knowledge the effect of revoking or limiting, FDIC deposit insurance; and (d) is not a party to or subject to any default order, decree, agreement, memorandum of understanding or violation by any party similar arrangement with, or a commitment letter, supervisory letter or similar submission to, any Plan, except where such failures, defaults Governmental Entity charged with the supervision or violations would not, individually regulation of depository institutions or engaged in the aggregate, have a Material Adverse Effect with respect to insurance of deposits or the Seller. No legal action, suit supervision or claim is pending or, to the knowledge regulation of the Seller Company or any of its Subsidiaries and neither the Seller Subsidiaries, threatened with respect to Company nor any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to its Subsidiaries has been advised by any such action, suit Governmental Entity that such Governmental Entity is contemplating issuing or claim. Except as disclosed in SECTION 2.10(crequesting (or is considering the appropriateness of issuing or requesting) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityorder, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission.

Compliance with Applicable Law. Except as publicly disclosed by Giggles ‘N’ Hugs in SECTION 2.10(c) the Giggles ‘N’ Hugs SEC Reports, Giggles ‘N’ Hugs and Giggles ‘N’ Hugs Sub Co hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “Giggles ‘N’ Hugs Permits”), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which would not have a Material Adverse Effect on Giggles ‘N’ Hugs. Except as publicly disclosed by Giggles ‘N’ Hugs in the Giggles ‘N’ Hugs SEC Reports, Giggles ‘N’ Hugs is in compliance with the terms of the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable LawGiggles ‘N’ Hugs Permits, except where such the failure to so comply would not have a Material Adverse Effect on Giggles ‘N’ Hugs. Except as publicly disclosed by Giggles ‘N’ Hugs in the Giggles ‘N’ Hugs SEC Reports, the business of Giggles ‘N’ Hugs is not being conducted in violation of any law, ordinance or regulation of any Governmental Entity except that no representation or warranty is made in this Section 2.10 with respect to Environmental Laws (as defined in Section 2.12 below) and except for violations of applicable Law would or possible violations which do not, individually or and, insofar as reasonably can be foreseen, in the aggregatefuture will not, have a Material Adverse Effect on Giggles ‘N’ Hugs. Except as publicly disclosed by Giggles ‘N’ Hugs in the Giggles ‘N’ Hugs SEC Reports, no investigation or review by any Governmental Entity with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim Giggles ‘N’ Hugs is pending or, to the knowledge of the Seller or the Seller SubsidiariesGiggles ‘N’ Hugs, threatened with respect to any Plan (other than claims for benefits in the ordinary course) andthreatened, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedulenor, to the knowledge of Giggles ‘N’ Hugs, has any Governmental Entity indicated an intention to conduct the Seller or the Seller Subsidiariessame, no fact or event exists that could give rise to any such actionother than, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduleeach case, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums those which Giggles ‘N’ Hugs reasonably believes will not have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityMaterial Adverse Effect on Giggles ‘N’ Hugs.

Compliance with Applicable Law. Except as disclosed (a) Panasia holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of its business under, and has complied in SECTION 2.10(call material respects with, applicable laws, statutes, orders, rules or regulations of any Regulatory Authority relating to it or its business, other than where such failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of its business nor otherwise have a Material Adverse Effect. (b) Panasia has filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file with any Regulatory Authority, and has filed all other reports and statements required to be filed by it, including without limitation any report or statement required to be filed pursuant to the laws, rules or regulations of the Seller Disclosure ScheduleUnited States, each Plan any state or any Regulatory Authority, and has been operated paid all fees and assessments due and payable in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawconnection therewith, except where the failure to file such violations 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 Action or, to the Knowledge of applicable Law would Seller, investigation into the business or operations of Panasia, except where any such Actions or investigations will not, individually or in the aggregate, have a Material Adverse Effect with respect or reasonably be expected to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect Effect, or such Actions or investigations have been terminated or otherwise resolved. (d) Neither Seller nor Panasia has received any notification or communication from any Regulatory Authority: (i) asserting that Panasia is not in substantial compliance with respect 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 the Seller. No legal actionrevoke any license, suit franchise, permit or claim governmental authorization which is pending ormaterial to Panasia; (iii) requiring or threatening to require Panasia, or indicating that Panasia 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 knowledge operations of Panasia; or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the Seller operations of Panasia (any such notice, communication, memorandum, agreement or the Seller Subsidiariesorder described in this sentence herein referred to as a "Regulatory Agreement"); in each case except as heretofore disclosed to Buyer. (e) Panasia has not received, threatened consented to, or entered into any Regulatory Agreement, except as heretofore disclosed to Buyer. (f) Except as heretofore disclosed to Buyer, there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any Plan Regulatory Agreement which, if resolved in a manner adverse to Panasia, would have a Material Adverse Effect. (other than claims for benefits in the ordinary courseg) andThere is no injunction, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduleorder, judgment or decree imposed, or to the knowledge Knowledge of the Seller threatened, upon Panasia or the Seller Subsidiariesassets of Panasia which has had, no fact or event exists that could give rise reasonably be expected to any such actionhave, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityMaterial Adverse Effect.

Compliance with Applicable Law. Except as disclosed (a) HBC and each of its Subsidiaries are, and at all times since December 31, 2011, have been, in SECTION 2.10(c) compliance in all material respects with all laws applicable to their businesses, operations, properties or assets, including Sections 23A and 23B of the Seller Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure ScheduleAct, each Plan has been operated in all respects in accordance with the requirements Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of all applicable Law 2001, the Bank Secrecy Act and all persons who participate in the operation of such Plans other applicable fair lending laws and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawother laws relating to discriminatory business practices, except where such violations of applicable Law noncompliance as would not, individually or not reasonably be expected to result in the aggregate, have a Material Adverse Effect with respect on HBC. HBC has no Knowledge of any facts or circumstances that would cause it to the Sellerbelieve that any nonpublic customer information possessed by it or any of its Subsidiaries has been disclosed to, or accessed by, an unauthorized third party in a manner that would require or cause it or any of its Subsidiaries to undertake any material remedial action. The Seller HBC and the Seller each of its Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation ofeffect, and the Seller at all relevant times since December 31, 2011 held, all material permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and the Seller Subsidiaries have no knowledge approvals of any default all Governmental Entities (collectively, “Permits”) necessary for them to own, lease or violation by any party to, any Planoperate their properties and assets and to carry on their businesses and operations as now conducted, except where such failures, defaults or violations Permits the failure to obtain would not, individually or not reasonably be expected to result in the aggregate, have a Material Adverse Effect with respect on HBC, and to the SellerKnowledge of HBC, no suspension or cancellation of any such Permits is threatened and there has occurred no violation of, default (with or without notice or lapse of time or both) under or event giving to others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Permit. No legal actionHBC is duly registered with the FRB as a bank holding company under the Bank Holding Company Act of 1956, suit or claim is pending or, as amended (the “BHC Act”). The deposit accounts of 1st National Bank are insured by the FDIC through the Deposit Insurance Fund to the knowledge of the Seller or the Seller Subsidiariesfullest extent permitted by law, threatened with respect and all premiums and assessments required to any Plan (other than claims for benefits be paid in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which connection therewith have been paid when due. (b) Since December 31, 2011, neither HBC nor any of its Subsidiaries has received any written notification or communication from any Governmental Entity (i) requiring HBC or any of its Subsidiaries to enter into or consent to the issuance of a cease and desist order, formal or written agreement, directive, commitment, memorandum of understanding, board resolution, extraordinary supervisory letter or other formal or informal enforcement action of any kind that imposes any material liability under Section 302 restrictions on its conduct of ERISA business or Section 412 that relates to its capital adequacy, its credit or risk management policies, its dividend policy, its management, its business or its operations (any of the Code foregoing, a “HBC Regulatory Agreement”), or (ii) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, FDIC insurance coverage, and neither HBC nor any of its Subsidiaries has been advised by any Governmental Entity that has not been satisfied in full and no condition exists that presents a material risk such Governmental Entity is contemplating issuing or requesting (or is considering the appropriateness of incurring issuing or requesting) any such liabilityjudgment, order, injunction, rule, agreement, memorandum of understanding, commitment letter, supervisory letter, decree or similar submission. Neither HBC nor any of its Subsidiaries is party to or subject to any currently effective HBC Regulatory Agreement. (c) Neither HBC nor any of its Subsidiaries (nor, to the Knowledge of HBC, any of their respective directors, executives, representatives, agents or employees) (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees, (iii) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, (iv) has established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties or (v) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule4.12.1 To ALFC's Knowledge, each Plan has been operated of ALFC and each ALFC Subsidiary is in compliance in all material respects in accordance with the requirements of all applicable Law federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the Sarbanes-Oxley Act of 2002, the USA Patriot Act, the Bank Secrecx Xxx, xxx Xxual Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977 ("CRA"), the Home Mortgage Disclosure Act, and all persons who participate in the operation of such Plans other applicable fair lending laws and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawother laws relating to discriminatory business practices, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect and neither ALFC nor any ALFC Subsidiary has received any written notice to the Seller. The Seller contrary. 4.12.2 Each of ALFC and the Seller Subsidiaries have performed each ALFC Subsidiary has all obligations required to be performed by any of them undermaterial permits, are not in any respect in default under or in violation licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the Seller and the Seller Subsidiaries have Knowledge of ALFC, no knowledge suspension or cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the approvals set forth in Section 8.3. 4.12.3 For the period beginning January 1, 2003, neither ALFC nor any party to, ALFC Subsidiary has received any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending written notification or, to the knowledge ALFC's Knowledge, any other communication from any Bank Regulator (i) asserting that ALFC or any ALFC Subsidiary is not in material compliance with any of the Seller statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to ALFC or any ALFC Subsidiary; (iii) requiring or threatening to require ALFC or any ALFC Subsidiary, or indicating that ALFC or any ALFC Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of ALFC or any ALFC Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) anddirecting, except as disclosed restricting or limiting, or purporting to direct, restrict or limit, in SECTION 2.10(c) any material manner the operations of the Seller Disclosure Schedule, to the knowledge of the Seller ALFC or the Seller Subsidiaries, no fact or event exists that could give rise to any ALFC Subsidiary (any such actionnotice, suit communication, memorandum, agreement or claimorder described in this sentence is hereinafter referred to as a "Regulatory Agreement"). Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller Neither ALFC nor any Seller ALFC Subsidiary has incurred consented to or entered into any material liability Regulatory Agreement that is currently in effect. The most recent regulatory rating given to Atlantic Liberty Savings, F.A. as to compliance with the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) CRA is satisfactory or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitybetter.

Compliance with Applicable Law. Except as disclosed (a) PHC and each of its Subsidiaries are, and at all times since December 31, 2016, have been, in SECTION 2.10(c) compliance in all material respects with all laws applicable to their businesses, operations, properties or assets, including Sections 23A and 23B of the Seller Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure ScheduleAct, each Plan the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices. PHC is not aware of any facts or circumstances that would cause it to believe that any nonpublic customer information possessed by it or any of its Subsidiaries has been operated disclosed to, or accessed by, an unauthorized third party in a manner that would require or cause it or any of its Subsidiaries to undertake any material remedial action. PHC and each of its Subsidiaries have in effect, and at all respects in accordance relevant times since December 31, 2016, held all material Permits necessary for them to own, lease or operate their properties and assets and to carry on their businesses and operations as conducted and, to PHC’s Knowledge, no suspension or cancellation of any such Permits is threatened and there has occurred no violation of, default (with or without notice or lapse of time or both) under or event giving to others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Permit. PHC is duly registered with the requirements FRB as a bank holding company under the BHC Act. The deposit accounts of all applicable Law Professional Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, and all persons who participate in the operation of such Plans premiums and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations assessments required to be performed by any of them under, are not paid in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries connection therewith have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Sellerbeen paid when due. No legal action, suit Action for the revocation or claim termination of such deposit insurance is pending or, to the knowledge Knowledge of PHC, threatened. (b) Since December 31, 2016, neither PHC nor any of its Subsidiaries has received any written notification or communication from any Governmental Entity (i) requiring PHC or any of its Subsidiaries to enter into or consent to the issuance of a cease and desist order, formal or written agreement, directive, commitment, memorandum of understanding, board resolution, extraordinary TABLE OF CONTENTS​​​ supervisory letter or other formal or informal enforcement action of any kind that imposes any material restrictions on its conduct of business or that relates to its capital adequacy, its credit or risk management policies, its dividend policy, its management or legal compliance, its business or its operations (any of the Seller foregoing, a “PHC Regulatory Agreement”), or (ii) threatening or contemplating revocation or limitation of, or which would have the Seller Subsidiarieseffect of revoking or limiting, threatened with respect FDIC insurance coverage, and neither PHC nor any of its Subsidiaries has been advised by any Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such judgment, order, injunction, rule, agreement, memorandum of understanding, commitment letter, supervisory letter, decree or similar submission. Neither PHC nor any of its Subsidiaries is party to or subject to any Plan PHC Regulatory Agreement. (other than claims for benefits in the ordinary coursec) and, except as disclosed in SECTION 2.10(c) Neither PHC nor any of the Seller Disclosure Scheduleits Subsidiaries (nor, to the knowledge Knowledge of PHC, any of their respective directors, executives, representatives, agents or employees) (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees, (iii) has violated or is violating any provision of the Seller Foreign Corrupt Practices Act of 1977, (iv) has established or the Seller Subsidiariesmaintained, no fact or event exists that could give rise to is maintaining, any such actionunlawful fund of corporate monies or other properties or (v) has made any bribe, suit unlawful rebate, payoff, influence payment, kickback or claim. Except as disclosed in SECTION 2.10(c) other unlawful payment of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitynature.

Compliance with Applicable Law. (a) Except as disclosed set forth in SECTION 2.10(cSection 5.12(a) of the Seller Parent Disclosure Schedule, Parent and each Plan has been operated of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to, and have complied with and are not in all respects violation in accordance with the requirements any material respect under, any applicable law, statute, order, rule or regulation of all applicable Law and all persons who participate in the operation any Governmental Entity relating to Parent or any of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawits Subsidiaries, except where the failure to hold such violations of applicable Law license, franchise, permit or authorization or such non- compliance or violation would not, individually or in the aggregate, have reasonably be expected to result in a Parent Material Adverse Effect Effect, and neither Parent nor any of its Subsidiaries has received written notice of any violations of any of the above which, individually or in the aggregate, would reasonably be expected to result in a Parent Material Adverse Effect. (b) The Parent and each of its Subsidiaries (i) is and during the past five years has in compliance with respect (A) all written policies of the Parent and each of its Subsidiaries pertaining to the Seller. The Seller logical and physical security of electronic data stored or used by the Seller Subsidiaries have performed all obligations required to be performed by Parent or any of them under, are not in any respect in default under or in violation ofits Subsidiaries (the “Parent Privacy Policy”), and the Seller (B) all applicable laws pertaining to privacy, data protection, user data or Parent Personal Information; and the Seller Subsidiaries have no knowledge (ii) has implemented and maintained commercially reasonable administrative, technical and physical safeguards to protect such Parent Personal Information against unauthorized access and use, in each case of any default or violation by any party to, any Plan, clause (i) and (ii) except where such failures, defaults or violations as would not, individually or in the aggregate, have reasonably be likely to result in a Parent Material Adverse Effect Effect. There has been no loss, damage or unauthorized access, disclosure, use or breach of security of Parent Personal Information maintained by or on behalf of the Parent or any of its Subsidiaries, except in each case as would not, individually or in the aggregate, reasonably be likely to result in a Parent Material Adverse Effect. No Person (including any Governmental Entity) has made any written claim or commenced any action with respect to the Seller. No legal actionunauthorized access, suit disclosure or claim is pending or, to the knowledge use of Parent Personal Information maintained by or on behalf of any of the Seller Parent or the Seller any of its Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed would not, individually or in SECTION 2.10(cthe aggregate, reasonably be likely to result in a Parent Material Adverse Effect. None of (1) the execution, delivery, or performance of this Agreement or (2) the consummation of any of the Seller Disclosure Scheduletransactions contemplated by this Agreement, including the Merger, will violate any Parent Privacy Policy or any law pertaining to privacy, data protection user data or Parent Personal Information, except in each case as would not, individually or in the aggregate, reasonably be likely to result in a Parent Material Adverse Effect. “Parent Personal Information” means all data or information controlled, owned, stored, used or processed by the Parent or any of its Subsidiaries relating to an identified or identifiable customer or natural person (such as name, postal address, email address, telephone number, date of birth, Social Security number (or its equivalent), driver’s license number, account number, personal identification number, health or medical information (or any other unique identifier or one or more factors specific to the knowledge Person’s physical, physiological, mental, economic or social identity), whether such information is in individual or aggregate form and regardless of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed media in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityit is contained.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) Each of the Seller Disclosure ScheduleOLB Companies holds all licenses, each Plan franchises, permits and authorizations necessary for the lawful conduct of its respective businesses under, and has been operated complied in all material respects in accordance with, applicable laws, statutes, orders, rules or regulations of any Regulatory Authority relating to it (including, but not limited to, the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, the Bank Secrecy Act, fair lending laws or other laws relating to discrimination, consumer disclosure, consumer privacy and currency transaction reporting); (b) Each of the OLB Companies has filed all reports, registrations and statements, together with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations any amendments required to be performed by made with respect thereto, that it was required to file with any of them under, are not in any respect in default under or in violation ofRegulatory Authority, and has filed all other reports and statements required to be filed by it, including without limitation any report or statement required to be filed pursuant to the Seller and laws, rules or regulations of the Seller Subsidiaries have no knowledge of any default or violation by any party toUnited States, any Planstate or any Regulatory Authority, except where such failures, defaults or violations would not, individually or and has paid all fees and assessments due and payable in the aggregate, have a Material Adverse Effect with respect to the Seller. connection therewith; (c) No legal action, suit or claim is pending Regulatory Authority has initiated any proceeding or, to the knowledge Knowledge of OLB, investigation into the business or operations of the Seller OLB Companies; (d) Neither OLB nor any OLB Subsidiary has received any notification or communication from any Regulatory Authority: (i) Asserting that OLB or any OLB Subsidiary is not in substantial compliance with any of the Seller Subsidiariesstatutes, threatened 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 that is material to OLB or any OLB Subsidiary; (iii) Requiring or threatening to require OLB or any OLB Subsidiary, or indicating that OLB or any OLB 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 OLB or any OLB 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 OLB or any OLB Subsidiary (any such notice, communication, memorandum, agreement or order described in this sentence and addressed specifically to OLB or Old Line, herein referred to as a “OLB Regulatory Agreement”); (e) Neither OLB nor any OLB Subsidiary has received, consented to, or entered into any OLB Regulatory Agreement; (f) There is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any Plan OLB Regulatory Agreement; and (other than claims for benefits in the ordinary courseg) andThere is no injunction, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduleorder, to the knowledge of the Seller judgment or decree imposed upon OLB or any OLB Subsidiary or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) assets of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) OLB or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityOLB Subsidiary.

Compliance with Applicable Law. Except (a) The Company and each of its Subsidiaries is and, since January 1, 2018 has been, in compliance in all material respects with all Applicable Law and Orders and, to the Knowledge of the Company, no condition or state of facts exists that is reasonably likely to give rise to a material violation of, or a liability or default under any Applicable Law or Order. Neither the Company nor any of its Subsidiaries has received any written notice since January 1, 2018 (i) of any administrative, civil or criminal investigation or audit by any Governmental Authority relating to the Company or any of its Subsidiaries or (ii) from any Governmental Authority alleging that the Company or any of its Subsidiaries are not in compliance with any Applicable Law or Order in any material respect. (b) Each of the Company and its Subsidiaries has, and since January 1, 2017 has had, in effect all material Governmental Authorizations necessary for it to own, occupy, lease or otherwise hold and operate its properties and assets and to conduct and carry on its businesses and operations as disclosed now conducted (the “Company Governmental Authorizations”). Since January 1, 2017, each of the Company and its Subsidiaries has complied with all Company Governmental Authorizations and all Company Regulatory Permits in SECTION 2.10(call material respects, and since January 1, 2019, none of the Company or any of its Subsidiaries has received any written notice or other communication from any Governmental Authority, Regulatory Agency or any other Person regarding (i) any actual or possible violation or failure to comply with any term, condition or requirement of any Company Governmental Authorization or Company Regulatory Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Governmental Authorization or Company Regulatory Permit. Section 5.13(b) of the Seller Company Disclosure ScheduleSchedule contains a complete and correct list of all Company Governmental Authorizations, each Plan has including their respective dates of issuance and expiration, and accurate and complete copies of such Company Governmental Authorizations have been operated made available to Parent. All Company Governmental Authorizations and Company Regulatory Permits are, and immediately after the Effective Time will continue to be, valid and in full force and effect on terms identical in all material respects in accordance to those under which, immediately before the Effective Time (and as of the date of this Agreement), the Company and its Subsidiaries hold such Company Governmental Authorizations. Without limiting the generality of the foregoing, there have occurred no material defaults (with the requirements or without notice or lapse of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21time or both) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation material violations of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give events giving rise to any such actionright of termination, suit material amendment or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedulecancellation of, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) Company Governmental Authorizations or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityCompany Regulatory Permits.

Compliance with Applicable Law. (a) Except as disclosed set forth in SECTION 2.10(c) of the Seller Bancorp Disclosure Schedule, each Plan has been operated in of Bancorp and the Bancorp Subsidiaries (i) holds all respects in accordance with licenses, franchises, permits and authorizations necessary for the requirements lawful conduct of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawits business, except where the failure to hold such violations of applicable Law license, franchise, permit or authorization would not, individually or in the aggregate, have result in a Material Adverse Effect on Bancorp, and (ii) has complied with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are is not in default in any respect in default under or in violation ofany, and the Seller and the Seller Subsidiaries have no knowledge applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to Bancorp or any of its Subsidiaries, including, without limitation, consumer, community and fair lending laws, other than where any non-compliance or default or violation by any party would not reasonably be expected to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have result in a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge on Bancorp and neither Bancorp nor any of the Seller or the Seller Bancorp Subsidiaries, threatened with respect to since January 1, 2014, has received written notice of such violation of any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code above that has not been satisfied cured. (b) Without limiting the foregoing, (i) USAB has complied in full all material respects with the Community Reinvestment Act (“CRA”) and (ii) to Bancorp’s knowledge, no condition exists that presents a material risk person or group would object to the consummation of incurring the Merger due to the CRA performance of or rating of USAB. Except as set forth on the Bancorp Disclosure Schedule, since January 1, 2014, no person or group has adversely commented upon USAB’s CRA performance. (c) To the knowledge of Bancorp, there is no reason why the granting of any such liabilityof the necessary permits, consents, approvals and authorizations by the governmental bodies necessary to consummate the transactions contemplated by this Agreement would be denied or unduly delayed.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) Parent and Merger Sub hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of the Seller Disclosure Scheduletheir respective businesses under, each Plan has been operated and have complied in all material respects in accordance with the requirements with, applicable laws, statutes, orders, rules or regulations of all applicable Law and all persons who participate in the operation any Regulatory Authority relating to either of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawthem, except other than where such violations failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of applicable Law would not, individually or in the aggregate, its business nor otherwise have a Material Adverse Effect Effect. (b) Parent and Merger Sub have filed all reports, registrations and statements, together with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations any amendments required to be performed by made with respect thereto, that they were required to file with any of them under, are not in any respect in default under or in violation ofRegulatory 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 Seller and laws, rules or regulations of the Seller Subsidiaries have no knowledge of any default or violation by any party toUnited States, any Planstate or any Regulatory Authority, except where such failures, defaults or violations would not, individually or and have paid all fees and assessments due and payable in the aggregate, have a Material Adverse Effect with respect to the Seller. connection therewith. (c) No legal action, suit or claim is pending Regulatory Authority has initiated any proceeding or, to the knowledge Knowledge of Parent or Merger Sub, investigation into the business or operations of Parent or Merger Sub, except where any such proceedings or investigations have been terminated or otherwise resolved. (d) Neither Parent nor Merger Sub have received any notification or communication from any Regulatory Authority: (i) asserting that Parent or Merger Sub is not in substantial compliance with any of the Seller 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 Parent or Merger Sub; (iii) requiring or threatening to require Parent or Merger Sub, or indicating that Parent or Merger Sub 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 Seller Subsidiariesoperations of Parent or Merger Sub, threatened 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 Parent or Merger Sub (any such notice, communication, memorandum, agreement or order described in this sentence herein referred to as a "Regulatory Agreement"). (e) Neither Parent nor Merger Sub have received, consented to, or entered into any Regulatory Agreement. (f) To the Knowledge of Parent and Merger Sub, there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any Plan Regulatory Agreement. (other than claims for benefits in the ordinary courseg) andThere is no injunction, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduleorder, to the knowledge of the Seller judgment or decree imposed upon Parent or Merger Sub or the Seller Subsidiaries, no fact assets of Parent or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityMerger Sub.

Compliance with Applicable Law. (a) Company and each of its Subsidiaries and each of their employees hold all licenses, registrations, franchises, certificates, variances, permits and authorizations necessary for the lawful conduct of their respective businesses and properties and are and have been in compliance with, and are not and have not been in violation of, any applicable Law, except in each case where the failure to hold such license, registration, franchise, certificate, variance, permit or authorization or such noncompliance or violation would not be material to Company and its Subsidiaries, taken as a whole, and neither Company nor any of its Subsidiaries has Knowledge of, or has received notice of, any violations of any of the above, except for such violations that would not be material to Company and its Subsidiaries, taken as a whole. (b) Except as disclosed in SECTION 2.10(c) would not be material to Company and its Subsidiaries, taken as a whole, Company and each of the Seller Disclosure Scheduleits Subsidiaries have properly administered all accounts for which Company or any of its Subsidiaries acts as a fiduciary, each Plan has been operated in all respects including accounts for which Company or any of its Subsidiaries serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment adviser, in accordance with the requirements terms of all the governing documents and applicable Law and in all persons who participate in the operation material respects. None of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually Company or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller its Subsidiaries, threatened or any director, officer or employee of Company or any of its Subsidiaries, has committed any breach of trust with respect to any Plan such fiduciary account that would be material to Company and its Subsidiaries, taken as a whole, and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect in all material respects the assets of such fiduciary account. (other c) Company and each Company Subsidiary is “well-capitalized” (as that term is defined at 12 C.F.R. 225.2(r) or the relevant regulation of Company’s or such Subsidiary’s primary federal bank regulator) and the rating of each Company Subsidiary under the Community Reinvestment Act of 1997 (“CRA”) is no less than claims for benefits “satisfactory.” Neither Company nor any Company Subsidiary has been informed that its status as “well-capitalized” or, in the ordinary course) andcase of each Company Subsidiary, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than “satisfactory” for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityCRA purposes will change within one year.

Compliance with Applicable Law. Except as Section 3.12 of the Company ------------------------------ Disclosure Schedule contains a true and complete list of all regulatory undertakings, orders or other commitments of any nature not embodied in applicable statutes or regulations or specifically disclosed in SECTION 2.10(c) the Company SEC Reports filed and publicly available prior to the date of this Agreement entered into by the Company or any of its Subsidiaries with any regulatory entity, including any insurance or HMO regulatory bodies, which undertakings, orders or other commitments limit or purport to limit the business of the Seller Disclosure ScheduleCompany or any of its Significant Subsidiaries as presently conducted or as the same may be conducted in the future. The Company and its Subsidiaries hold, each Plan has been operated in and at all respects in accordance with the requirements times since January 1, 1995 have held, all permits, licenses, variances, exemptions, orders and approvals of all applicable Law and all persons who participate in Governmental Entities necessary for the operation lawful conduct of such Plans and all Plan their respective businesses (the "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable LawCompany Permits"), except where for --------------- failures to hold such violations of applicable Law permits, licenses, variances, exemptions, orders and approvals which would not, individually or in the aggregate, have a Material Adverse Effect with respect to on the SellerCompany. The Seller Company and the Seller its Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation ofare, and at all times since January 1, 1995 have been, in compliance with the Seller and terms of the Seller Subsidiaries have no knowledge of any default or violation by any party to, any PlanCompany Permits, except where such failures, defaults or violations the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as specifically disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the conduct of the respective businesses of the Company and its Subsidiaries is, and at all times has been, in conformity with all applicable federal, state and other governmental and regulatory requirements, except where nonconformity or noncompliance would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No investigation or review by any Governmental Entity with respect to the Seller. No legal action, suit Company or claim any of its Subsidiaries is pending or, to the knowledge of the Seller or the Seller SubsidiariesCompany, threatened with respect to any Plan (threatened, other than claims for benefits those which would not, individually or in the ordinary course) andaggregate, except as disclosed in SECTION 2.10(c) of have a Material Adverse Effect on the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityCompany.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) Each of the Seller Disclosure ScheduleCompany and its Subsidiaries is in compliance, each Plan and has been operated complied at all times, in all material respects in accordance with all Laws applicable to the requirements of all applicable Law Company and all persons who participate in its Subsidiaries. No material claims or complaints from any Governmental Entities or other Persons have been asserted or received by the operation of such Plans and all Plan "fiduciaries" (Company or its Subsidiaries within the meaning of Section 3(21) of ERISA) have acted in accordance with past three years related to or affecting the provisions of all applicable Law, except where such violations of applicable Law would not, individually Company or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller its Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending orand, to the knowledge of the Seller Company, no material claims or complaints are threatened, alleging that the Seller Company or its Subsidiaries are in violation of any Laws or Permits applicable to the Company and its Subsidiaries. To the knowledge of the Company, threatened no investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries is pending or threatened. (b) Neither the Company nor any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduleits Subsidiaries nor, to the knowledge of the Seller Company, any of their respective Representatives has since December 31, 2006 directly or indirectly in relation to the Seller Subsidiariesbusiness of the Company and its Subsidiaries (i) made a material contribution, no fact bribe, rebate, payoff, influence payment, kickback, or event exists that could give rise other payment to any such actionPerson, suit private or claim. Except as disclosed public, regardless of form, whether in SECTION 2.10(cmoney, property, or services, in violation of applicable Law, or (ii) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred established or maintained any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) fund or any material liability under Section 302 of ERISA or Section 412 of the Code asset that has not been satisfied recorded in full the books and no condition exists records of the Company or its Subsidiaries, as applicable. (c) Except as would not have a Company Material Adverse Effect, each of the Company and its Subsidiaries has all Permits (the “Company Permits”) that presents are necessary for the Company and its Subsidiaries to conduct their business and operations in compliance with all applicable Laws, and the Company and its Subsidiaries have complied with all of the terms and requirements of the Company Permits. (d) To the knowledge of the Company, neither the Company nor any of its Subsidiaries has any material Liability under any applicable Environmental Law existing and in effect on the date hereof or under any Contract with respect to or as a result of the presence, discharge, generation, treatment, storage, handling, removal, disposal, transportation or Release of any Hazardous Materials. To the knowledge of the Company, the Company and each of its Subsidiaries are and have been at all times in compliance in all material risk of incurring any such liabilityrespects with all Environmental Laws.

Compliance with Applicable Law. (a) Except as disclosed set forth in SECTION 2.10(cSection 3.13(a) of the Seller Company Disclosure Schedule, each Plan of the Company and each of its Subsidiaries hold all material licenses, franchises, permits and authorizations necessary for the lawful conduct of its business, and each of the Company and each of its Subsidiaries has been operated complied with, and is not in all respects default in accordance with the requirements of all any respect under any, applicable Law and all persons who participate in of any federal, state or local Governmental Entity relating to the operation of such Plans and all Plan "fiduciaries" Company or its Subsidiaries (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except other than where such violations of applicable Law would defaults or non-compliance will not, individually alone or in the aggregate, have a Material Adverse Effect with respect to on the SellerCompany). The Seller Except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, the Company and the Seller its Subsidiaries have performed all obligations required to be performed by any not received notice of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge do not know of any default or violation by any party tosuch violations of, any Plan, except where such failures, defaults of the above which have or violations would not, individually or in the aggregate, are likely to have a Material Adverse Effect on the Company. (b) Without limiting the foregoing, the Company and its Subsidiaries have complied in all material respects with respect all applicable Laws and Orders applicable to it, its properties, assets and deposits, and the conduct of its business and its relationship with its employees and customers, including the USA PATRIOT Act of 2001, as amended, the Bank Secrecy Act of 1970, as amended, the Home Mortgage Disclosure Act, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act (“CRA”) and all other applicable fair lending Laws and other Laws relating to discriminatory business practices and neither the Company nor any Subsidiary has received any written notice to the Sellercontrary. No legal actionWithout limiting the foregoing, suit the Company has no reason to believe that any person or claim is pending or, group would object successfully to the knowledge consummation of the Seller Merger due to the CRA performance of or rating of the Seller Company or its Subsidiaries, threatened with respect . All Subsidiaries of the Company that are subject to any Plan (other than claims for benefits the CRA have a CRA rating of at least “satisfactory.” Except as listed in the ordinary course) and, except as disclosed in SECTION 2.10(cSection 3.13(b) of the Seller Company Disclosure Schedule, since January 1, 2016, no person or group has adversely commented in writing to the knowledge Company or its Subsidiaries in a manner requiring recording in a file of CRA communications upon the CRA performance of the Seller or the Seller Company and its Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c. (c) The Board of Directors of the Seller Disclosure Schedule, neither Company has adopted and the Seller nor any Seller Subsidiary has incurred any material liability to Company and its Subsidiaries have implemented an anti-money laundering program that meets the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 requirements of the Code USA Patriot Act of 2001, as amended, and the regulations thereunder and has received no written notice from any banking regulator or other Governmental Entity that such program does not contain adequate and appropriate customer identification verification procedures or has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitydeemed ineffective.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) Parent and each of the Seller Disclosure Scheduleits Subsidiaries and, with respect to their duties on behalf of Parent and its Subsidiaries, each Plan of their respective employees hold all material licenses, franchises, permits, authorizations, orders and approvals of, and have made all filings, applications and registrations with, Governmental Entities, SROs and NASDAQ that are necessary to permit them to own or lease their properties and assets and for the lawful conduct of their respective businesses as presently conducted (and have paid all fees and assessments due and payable in connection therewith). Since January 1, 2011, Parent and each of its Subsidiaries has been operated in compliance in all material respects with, and has not been in default or violation in any material respect of, and none of them has been, to the Knowledge of Parent, under investigation with respect to, or threatened in writing to be charged with any violation of, any applicable Law, and has not received notice of any defaults or violations of any applicable Laws from any Governmental Entity of competent jurisdiction. (b) Since January 1, 2011, Parent and each of its Subsidiaries have properly administered all accounts for which Parent or any of its Subsidiaries acts as a fiduciary, including accounts for which Parent or any of its Subsidiaries serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment adviser, in accordance with the requirements terms of all the governing documents and applicable Law in all material respects, and all persons who participate in the operation none of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually Parent or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller its Subsidiaries have no knowledge has received notice of any default failure to properly administer any accounts for which it acts as a fiduciary. Since January 1, 2011, none of Parent or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller its Subsidiaries, threatened or any director, officer or employee of Parent or any of its Subsidiaries, has committed any breach of trust with respect to any Plan such fiduciary account, and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account. (other than claims for benefits c) As of September 30, 2012, Parent and each insured depository Subsidiary of Parent is “well-capitalized” (as that term is defined in the ordinary course) and, except as disclosed in SECTION 2.10(c) relevant regulation of the Seller Disclosure Scheduleinstitution’s primary federal bank regulator), to and the knowledge of institution’s rating under the Seller or the Seller Subsidiaries, CRA is no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other less than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liability“satisfactory.”

Compliance with Applicable Law. 4.11.1. Each of FKF and each FKF Subsidiary is in compliance in all material respects with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, HOLA, the Federal Reserve Act, FDIA, the USA PATRIOT Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977 (“CRA”), the Home Mortgage Disclosure Act, the Bank Secrecy Act of 1970, and all other applicable fair lending laws and other laws relating to discriminatory business practices, and neither FKF nor any FKF Subsidiary has received any written notice to the contrary. The Board of Directors of FKB has adopted and FKB has implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Entity and that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and the regulations thereunder. 4.11.2. Each of FKF and each FKF Subsidiary has all permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Entities and Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, no suspension or cancellation of any such permit, license, certificate, order or approval is, to the Knowledge of FKF, threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the Regulatory Approvals. 4.11.3. Other than those listed on FKF Disclosure Schedule 4.11.3, for the period beginning January 1, 2008, neither FKF nor any FKF Subsidiary has received any written notification or other communication from any Bank Regulator (a) asserting that FKF or any FKF Subsidiary is not in compliance with any of the statutes, regulations or ordinances which such Bank Regulator enforces; (b) threatening to revoke any license, franchise, permit or governmental authorization; (c) requiring, or threatening to require, FKF or any FKF Subsidiary, or indicating that FKF or any FKF Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the supervision or regulation of banks or engages in the insurance of bank deposits restricting or limiting, or purporting to restrict or limit the operations of FKF or any FKF Subsidiary, including without limitation any restriction on the payment of dividends; or (d) directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of FKF or any FKF Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as a “FKF Regulatory Agreement”). Except as disclosed in SECTION 2.10(c) of the Seller on FKF Disclosure ScheduleSchedule 4.11.3, each Plan has been operated in all respects in accordance neither FKF nor any FKF Subsidiary is a party to or is subject to any order, decree, agreement, memorandum or understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, any Bank Regulator or any federal or state governmental agency or authority charged with the requirements supervision or regulation of all applicable Law and all persons who participate in issuers of securities or the operation supervision or regulation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance it. The most recent regulatory rating given to FKB as to compliance with the provisions of all applicable LawCRA is satisfactory or better. There are no unresolved violations, except where such violations of applicable Law would notcriticism, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed exception by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened Regulatory Authority with respect to any Plan (other than claims for benefits in FKF Regulatory Agreement. There is no injunction, order, judgment or decree imposed upon FKF or any FKF Subsidiary or the ordinary course) and, except as disclosed in SECTION 2.10(c) assets of FKF or any FKF Subsidiary. 4.11.4. Since the enactment of the Seller Disclosure ScheduleXxxxxxxx-Xxxxx Act of 2002, to FKF has been and is in compliance in all material respects with (a) the knowledge applicable provisions of the Seller Xxxxxxxx-Xxxxx Act of 2002 and (b) the applicable listing and corporate governance rules and regulations of the Nasdaq. FKF Disclosure Schedule 4.11.4 sets forth, as of September 30, 2009, a schedule of all executive officers and directors of FKF who have outstanding loans from FKF or FKB, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the Seller Subsidiariestwo years immediately preceding the date hereof. 4.11.5. To FKF’s Knowledge, no fact none of FKF’s or event exists FKF Subsidiary’s officers, directors, managers, members, employees or partners, has at any time made or received any bribe, kickback or other illegal payment or engaged in any other illegal or improper conduct that could give rise has led to any such actionfine, suit penalty, sanction or claimliability. Except as disclosed in SECTION 2.10(c) FKF has no Knowledge of the Seller Disclosure Scheduleany actual, neither the Seller nor possible or proposed disciplinary action by any Seller Subsidiary has incurred Governmental Entity against any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) of FKF’s or any material liability under Section 302 of ERISA FKF Subsidiary’s officers, directors, managers, members, partners or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityemployees.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(cset forth on Schedule 5.1(o) hereto, the businesses of the Seller Disclosure Schedule, each Plan has Company and the Subsidiaries have not been operated and are not being conducted in all respects in accordance with the requirements violation of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all any applicable Law, including all Laws relating to wages, hours, Company Benefit Plans, equal employment opportunity, harassment, immigration, workers' compensation and the payment of social security and other Taxes, except where for such violations of applicable Law would notwhich, individually alone or in the aggregate, do not and would not be reasonably likely to have a Material Adverse Effect with respect on the Company. Schedule 5.1(o) sets forth a list of all permits, licenses, variances, exemptions, orders and approvals of all Governmental Authorities (the "Permits") held by the Company and each Subsidiary which are material to the SellerCompany and its Subsidiaries taken as a whole, including without limitation all necessary state, county and municipal child care operating licenses and other Permits necessary for the conduct of their respective businesses. The Seller Except as set forth on Schedule 5.1(o), the Company and the Seller Subsidiaries have performed hold all obligations required to be performed by any Permits necessary for the lawful conduct of them under, are not in any respect in default under or in violation of, their respective businesses as presently conducted and the Seller Company and the Seller Subsidiaries have no knowledge are in compliance with the terms of any default or violation by any party to, any Planthe Permits, except where for failures to comply or hold such failures, defaults or violations Permits which would not, individually alone or in the aggregate, be reasonably likely to have a Material Adverse Effect with respect on the Company. To the Company's knowledge, there is no proposed change in any applicable Law which would require the Company or any Subsidiary to obtain any Permits not set forth in Schedule 5.1(o) in order to conduct their respective businesses as presently conducted. To the Seller. No legal actionCompany's knowledge, suit or claim is pending or, each party to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan each Contract (other than claims for benefits the Company and its Subsidiaries) to which the Company or any Subsidiary is a party or by which any of their respective assets are bound and each person who provides services on behalf of or in the ordinary course) and, except as disclosed in SECTION 2.10(c) name of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) Company or any material liability under Section 302 Subsidiary, has all Permits necessary or advisable for the conduct of ERISA its business and there are no adverse claims, suits, actions, proceedings or Section 412 of the Code that has not been satisfied investigations pending or threatened against such person, in full and no condition exists that presents a material risk of incurring any each case, relating to such liabilityContract or services.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(con OLB Disclosure Schedule 4.11: (a) Each of the Seller Disclosure ScheduleOLB Companies conducts its business in compliance with all Laws applicable to it, each Plan has been operated in all respects in accordance its properties, assets and deposits, its business, and its conduct of business and its relationship with the requirements of all applicable Law and all persons who participate in the operation of its employees conducting such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawbusiness, except where such violations of applicable Law noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on OLB; (b) Each of the OLB Companies has all material permits, licenses, authorizations, orders and approvals of all Regulatory Authorities that are required in order to permit it to own or lease its properties and carry on its business as it is presently conducted; all such permits, licenses, authorizations, orders and approvals are in full force and effect, and no suspension or cancellation of any of them is, to the SellerKnowledge of OLB, threatened, and to the Knowledge of OLB no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the Contemplated Transactions, subject to obtaining the receipt of all requisite approvals or consents from the Regulatory Authorities in order to consummate the Contemplated Transactions. The Seller None of the OLB Companies have been given notice or been charged with any violation of any law, ordinance, regulation, order, writ, rule, decree or condition to approval of any Regulatory Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on OLB; (c) Since January 1, 2010, each of the OLB Companies has timely filed all reports, forms, schedules, registrations, statements and the Seller Subsidiaries have performed all obligations other documents, together with any amendments required to be performed made with respect thereto, that it was required by Law to file with any of them underRegulatory Authority (collectively, are not in any respect in default under or in violation ofthe “OLB Reports”), and has paid all fees and assessments due and payable in connection therewith, and each of such filings complied in all material respects with all Laws under which it was filed (or was amended so as to be in compliance promptly following discovery of such noncompliance) and, to the Seller extent such filings contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices and, in the Seller Subsidiaries have no knowledge case of any default or violation SEC reports, GAAP, throughout the periods covered by any party to, any Plansuch filing, except where such failures, defaults or violations to the extent failure to timely file would not, individually or in the aggregate, be expected to have a Material Adverse Effect Effect; none of the OLB Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there are no outstanding comments from or unresolved issues raised by the SEC, as applicable, with respect to any of the OLB Reports filed with the SEC; none of the OLB Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; (d) No Regulatory Authority has initiated any proceeding or, to the Knowledge of OLB, investigation into the business or operations of the OLB Companies; (e) Neither OLB nor any OLB Subsidiary has received any notification or communication from any Regulatory Authority: (i) Asserting that OLB or any OLB Subsidiary is not in substantial compliance with any Law that 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 that is material to OLB or any OLB Subsidiary; (iii) Requiring or threatening to require OLB or any OLB Subsidiary, or indicating that OLB or any OLB Subsidiary may be required, to enter into a cease and desist order, consent agreement, other agreement or memorandum of understanding, or any other agreement restricting or limiting, or purporting to restrict or limit, in any manner the operations of OLB or any OLB 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 OLB or any OLB Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence and addressed specifically to OLB or Old Line, herein referred to as an “OLB Regulatory Agreement”); (f) Neither OLB nor any OLB Subsidiary has received, consented to, or entered into any OLB Regulatory Agreement; (g) There is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any OLB Regulatory Agreement, except to the extent permitted by such OLB Regulatory Agreement; (h) There is no injunction, order, judgment or decree imposed upon OLB or any OLB Subsidiary or the assets of OLB or any OLB Subsidiary; (i) OLB has designed, implemented and maintained disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to OLB and the OLB Subsidiaries is made known to the management of OLB by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Seller. No legal actionOLB Reports; and (j) Since January 1, suit or claim is pending or2012, (x) neither OLB nor any OLB Subsidiary nor, to the Knowledge of OLB, any director, officer, employee, auditor, accountant or representative of OLB or any OLB Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Seller accounting or auditing practices, procedures, methodologies or methods of OLB or any OLB Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that OLB or any OLB Subsidiary has engaged in questionable accounting or auditing practices, and (y) no attorney representing OLB or any OLB Subsidiary, whether or not employed by OLB or any OLB Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by OLB or any of its officers, directors, employees or agents to the Seller Subsidiaries, threatened with respect board of directors of OLB or any committee thereof or to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) director or officer of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityOLB.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) of the Seller Disclosure ScheduleTo Xxxxxxxx Bancorp’s Knowledge, each Plan has been operated of Xxxxxxxx Bancorp and each Xxxxxxxx Bancorp Subsidiary is in compliance in all material respects in accordance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA PATRIOT Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices and neither Xxxxxxxx Bancorp nor any Xxxxxxxx Bancorp Subsidiary has received any written notice to the contrary. The Board of Directors of Xxxxxxxx Bank has adopted and Xxxxxxxx Bank has implemented an anti-money laundering program that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and the regulations thereunder in all applicable Law material respects and has received no written notice from any Governmental Entity or Regulatory Authority that such program (i) does not contain adequate and appropriate customer identification verification procedures; or (ii) has been deemed ineffective. (b) Each of Xxxxxxxx Bancorp and each Xxxxxxxx Bancorp Subsidiary has all persons who participate material permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Entities and Regulatory Authorities that are required in the operation of such Plans order to permit it to own or lease its properties and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, to conduct its business as presently conducted except where the failure to hold such violations of applicable Law permits, licenses, authorizations, orders or approvals, or the failure to make such filings, applications or registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on Xxxxxxxx Bancorp; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect in all material respects and, to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any Knowledge of them underXxxxxxxx Bancorp, are not in any respect in default under no suspension or in violation of, and the Seller and the Seller Subsidiaries have no knowledge cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining Regulatory Approvals. (c) For the period beginning April 1, 2012, neither Xxxxxxxx Bancorp nor any party to, Xxxxxxxx Bancorp Subsidiary has received any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending written notification or, to the knowledge Xxxxxxxx Bancorp’s Knowledge, any other communication from any Regulatory Authority (i) asserting that Xxxxxxxx Bancorp or any Xxxxxxxx Bancorp Subsidiary is not in material compliance with any of the Seller statutes, regulations or ordinances which such Regulatory Authority enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to Xxxxxxxx Bancorp or any Xxxxxxxx Bancorp Subsidiary; (iii) requiring, or threatening to require, Xxxxxxxx Bancorp or any Xxxxxxxx Bancorp Subsidiary, or indicating that Xxxxxxxx Bancorp or any Xxxxxxxx Bancorp Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of Xxxxxxxx Bancorp or any Xxxxxxxx Bancorp Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) anddirecting, except as disclosed restricting or limiting, or purporting to direct, restrict or limit, in SECTION 2.10(c) any manner the operations of Xxxxxxxx Bancorp or any Xxxxxxxx Bancorp Subsidiary, including without limitation any restriction on the Seller Disclosure Schedule, to the knowledge payment of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to dividends (any such actionnotice, suit communication, memorandum, agreement or claimorder described in this sentence is hereinafter referred to as a “Xxxxxxxx Bancorp Regulatory Agreement”). Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller Neither Xxxxxxxx Bancorp nor any Seller Xxxxxxxx Bancorp Subsidiary has incurred consented to or entered into any material liability Xxxxxxxx Bancorp Regulatory Agreement that is currently in effect or that was in effect since April 1, 2012. The most recent regulatory rating given to Xxxxxxxx Bank as to compliance with the Pension Benefit Guaranty Corporation CRA is satisfactory or better. (other than for premiums which have been paid when dued) This Section 4.09 does not apply to compliance with Environmental Laws by Xxxxxxxx Bancorp or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityXxxxxxxx Bancorp Subsidiary.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(con HBI Disclosure Schedule 4.11: (a) Each of the Seller Disclosure ScheduleHBI Companies conducts its business in compliance with all Laws applicable to it, each Plan has been operated in all respects in accordance its properties, assets and deposits, its business, and its conduct of business and its relationship with the requirements of all applicable Law and all persons who participate in the operation of its employees conducting such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawbusiness, except where such violations of applicable Law noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on HBI; (b) Each of the HBI Companies has all material permits, licenses, authorizations, orders and approvals of all Regulatory Authorities that are required in order to permit it to own or lease its properties and carry on its business as it is presently conducted; all such permits, licenses, authorizations, orders and approvals are in full force and effect, and no suspension or cancellation of any of them is, to the SellerKnowledge of HBI, threatened, and to the Knowledge of HBI no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the Contemplated Transactions, subject to obtaining the receipt of all requisite approvals or consents from the Regulatory Authorities in order to consummate the Contemplated Transactions. The Seller None of the HBI Companies have been given notice or been charged with any violation of any law, ordinance, regulation, order, writ, rule, decree or condition to approval of any Regulatory Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on HBI; (c) Each of the HBI Companies has timely filed all reports, forms, schedules, registrations, statements and the Seller Subsidiaries have performed all obligations other documents, together with any amendments required to be performed made with respect thereto, that it was required by Law to file with any of them under, are not in any respect in default under or in violation ofRegulatory Authority, and has paid all fees and assessments due and payable in connection therewith, and each of such filings complied in all material respects with all Laws under which it was filed (or was amended so as to be in compliance promptly following discovery of such noncompliance) and, to the Seller extent such filings contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices and, in the Seller Subsidiaries have no knowledge case of any default or violation SEC reports, GAAP, throughout the periods covered by any party to, any Plansuch filing, except where such failures, defaults or violations to the extent failure to timely file would not, individually or in the aggregate, be expected to have a Material Adverse Effect Effect; none of the HBI reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there are no outstanding comments from or unresolved issues raised by the SEC, as applicable, with respect to any of the HBI reports filed with the SEC; none of the HBI Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; (d) No Regulatory Authority has initiated any proceeding or, to the Knowledge of HBI, investigation into the business or operations of the HBI Companies; (e) Neither HBI nor any HBI Subsidiary has received any notification or communication from any Regulatory Authority: (i) Asserting that HBI or any HBI Subsidiary is not in substantial compliance with any Law 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 that is material to HBI or any HBI Subsidiary; (iii) Requiring or threatening to require HBI or any HBI Subsidiary, or indicating that HBI or any HBI Subsidiary may be required, to enter into a cease and desist order, consent agreement, other agreement or memorandum of understanding, or any other agreement restricting or limiting, or purporting to restrict or limit, in any manner the operations of HBI or any HBI 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 HBI or any HBI Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence and addressed specifically to HBI or HBank, herein referred to as a “HBI Regulatory Agreement”); (f) Neither HBI nor any HBI Subsidiary has received, consented to, or entered into any HBI Regulatory Agreement; (g) There is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any HBI Regulatory Agreement, except to the extent permitted by such HBI Regulatory Agreement; (h) There is no injunction, order, judgment or decree imposed upon HBI or any HBI Subsidiary or the assets of HBI or any HBI Subsidiary; (i) HBI has designed, implemented and maintained disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to HBI and the HBI Subsidiaries is made known to the management of HBI by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Seller. No legal actionHBI Reports; and (j) Since January 1, suit or claim is pending or2012, (x) neither HBI nor any HBI Subsidiary nor, to the Knowledge of HBI, any director, officer, employee, auditor, accountant or representative of HBI or any HBI Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Seller accounting or auditing practices, procedures, methodologies or methods of HBI or any HBI Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that HBI or any HBI Subsidiary has engaged in questionable accounting or auditing practices, and (y) no attorney representing HBI or any HBI Subsidiary, whether or not employed by HBI or any HBI Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by HBI or any of its officers, directors, employees or agents to the Seller Subsidiaries, threatened with respect board of directors of HBI or any committee thereof or to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) director or officer of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityHBI.

Compliance with Applicable Law. Except as disclosed (a) The Borrower shall promptly comply with all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations or court orders affecting the Mortgaged Property, or the use thereof ("Applicable Law"). (b) Notwithstanding any provisions set forth herein or in SECTION 2.10(c) any document regarding the approval of Alterations of the Seller Disclosure ScheduleMortgaged Property by the Beneficiary or the Servicer, each Plan the Borrower shall not alter the Mortgaged Property in any manner which would materially increase the Borrower's responsibilities for compliance with Applicable Laws without the prior written approval of the Servicer. The Servicer's approval of the plans, specifications, or working drawings for alterations of the Mortgaged Property shall create no responsibility or liability on behalf of the Servicer for their completeness, design, sufficiency or their compliance with Applicable Laws. The Servicer may condition any such approval upon receipt of a certificate of compliance with Applicable Laws from an independent architect, engineer, or other Person acceptable to the Servicer. (c) The Borrower shall give prompt notice to the Servicer of the receipt by the Borrower of any notice related to a violation of any Applicable Laws and of the commencement of any proceedings or investigations that relate to compliance with Applicable Laws. (d) After prior written notice to the Servicer, the Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the Applicable Laws affecting the Mortgaged Property, provided that (i) no Event of Default has been operated in all respects in accordance with occurred and is continuing under the requirements Loan Documents; (ii) the Borrower is permitted to do so under the provisions of all applicable Law any other mortgage, deed of trust or deed to secure debt affecting the Mortgaged Property; (iii) such proceeding shall be permitted under and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted be conducted in accordance with the provisions of all applicable Law, except where any other instrument to which the Borrower is subject and shall not constitute a default thereunder; (iv) neither the Mortgaged Property nor any part thereof or interest therein nor any of the tenants or occupants thereof shall be affected in any material adverse way as a result of such violations of applicable Law would not, individually or in proceeding; and (v) the aggregate, Borrower shall have a Material Adverse Effect with respect furnished to the Seller. The Seller and Servicer all other items reasonably requested by the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityServicer.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) Company and its Subsidiary hold all material licenses, registrations, franchises, certificates, variances, permits and authorizations necessary for the lawful conduct of the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements of all applicable Law their respective businesses and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawproperties, except where such violations of applicable Law as would notnot reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiary. Company and its Subsidiary are and since January 1, 2015 have a Material Adverse Effect with respect to the Seller. The Seller been in compliance with, and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or and since January 1, 2015 have not been in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Planapplicable Law, except where for such failures, defaults noncompliance or violations as would notnot reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiary. Neither Company nor its Subsidiary has Knowledge of, or has received notice of, any material violations since January 1, 2015 of any licenses, registrations, franchises, certificates, variances, permits and authorizations necessary for the lawful conduct of their respective businesses and properties or any applicable Law. (b) Since January 1, 2015, Company and its Subsidiary have properly administered in all material respects all accounts for which Company or its Subsidiary acts as a Material Adverse Effect fiduciary, including accounts for which Company or its Subsidiary serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment adviser, in material compliance with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge terms of the Seller governing documents and applicable Law in all material respects. To the Knowledge of the Company, none of the Company or the Seller Subsidiariesits Subsidiary, threatened or any director, officer or employee of Company or its Subsidiary, has committed any material breach of trust with respect to any Plan such fiduciary account. (other than claims for benefits c) Company and each insured depository Subsidiary of Company is “well-capitalized” (as that term is defined in the ordinary course) and, except as disclosed in SECTION 2.10(c) relevant regulation of the Seller Disclosure Scheduleinstitution’s primary federal bank regulator), and Company Bank’s rating under the Community Reinvestment Act of 1997 (“CRA”) was no less than “satisfactory” in its most recently completed CRA examination. Company does not have Knowledge of any reason why Company Bank will not receive a rating of “satisfactory” or better pursuant to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityits next CRA compliance examination.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure ScheduleComputone and its ------------------------------ Subsidiaries hold all permits, each Plan has been operated in all respects in accordance with the requirements licenses, variances, exemptions, orders and approvals of all applicable Law and all persons who participate in Governmental Entities necessary for the operation lawful conduct of such Plans and all Plan their respective businesses (the "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable LawComputone Permits"), except where for failures to hold such violations of applicable Law permits, licenses, variances, exemptions, orders and approvals which would not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the business of Computone and its Subsidiaries taken as a whole. Computone and its Subsidiaries are in compliance with respect to the Seller. The Seller and terms of the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any PlanComputone Permits, except where such failuresthe failure to comply would not have a material adverse effect on Computone and its Subsidiaries taken as a whole. The businesses of Computone and its Subsidiaries are not being conducted in violation of any law, defaults ordinance or regulation of any Governmental Entity, except for possible violations would not, which individually or in the aggregateaggregate do not, and, insofar as reasonably can be foreseen, in the future will not, have a Material Adverse Effect material adverse effect on the business of Computone and its Subsidiaries taken as whole. Except as set forth in Section 5.15 of the Computone Disclosure Schedule, as of the date of this Agreement, no investigation or review by any Governmental Entity with respect to the Seller. No legal action, suit or claim Computone and its Subsidiaries is pending or, to the best knowledge of Computone, threatened, nor has any Governmental Entity notified Computone orally or in writing of an intention to conduct the Seller or same, other than, in each case, those the Seller Subsidiariesoutcome of which, threatened with respect to any Plan (other than claims for benefits as far as reasonably can be foreseen, in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which future will not have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk adverse effect on the business of incurring any such liabilityComputone and its Subsidiaries taken as a whole.

Compliance with Applicable Law. Except as disclosed The Registration Statement and the Prospectus comply, and (in SECTION 2.10(c) the case of the Seller Disclosure Scheduleany amendment or supplement to any such document, each Plan has been operated or any material incorporated by reference in all respects in accordance any such document filed with the requirements Commission after the date as of which this representation is being made) will comply at all applicable Law and all persons who participate times during the period specified in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance subsection 7.3 hereof, with the provisions of all applicable Lawthe Act, except where such violations the Rules and Regulations, or the Securities Exchange Act of applicable Law would not1934 (the “Exchange Act”) and the rules and regulations of the Commission thereunder. The Indenture, individually or in including any amendments and supplements thereto, pursuant to which the aggregateSecurities will be issued has been duly qualified under the Trust Indenture Act of 1939, have a Material Adverse Effect as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with respect the Commission not earlier than three years prior to the Sellerdate hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or threatened by the Commission. The Seller and the Seller Subsidiaries have performed all obligations Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be performed by any of them under, are stated therein or necessary to make the statements therein not in any respect in default under or in violation ofmisleading, and the Seller Prospectus does not, and (in the Seller Subsidiaries have no knowledge case of any default amendment or violation supplement to any such document, or any material incorporated by reference in any party tosuch document filed with the Commission after the date as of which this representation is being made) will not at any time during the period specified in subsection 7.3 hereof, contain any Planuntrue statement of a material fact or omit to state any material fact necessary to make the statements therein, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge light of the Seller circumstances under which they were made, not misleading. The Company makes no representation or warranty as to (a) that part of the Seller Subsidiaries, threatened with respect to any Plan Registration Statement which constitutes the Statement of Eligibility and Qualification under the Trust Indenture Act (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(cForm T-1) of the Seller Disclosure Schedule, Trustee or (b) information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished in writing to the knowledge Company through the Representative by or on behalf of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than Underwriter specifically for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityinclusion therein.

Compliance with Applicable Law. Except as Section 3.12 of the Company Disclosure Schedule contains a true and complete list of all regulatory undertakings, orders or other commitments of any nature not embodied in applicable statutes or regulations or specifically disclosed in SECTION 2.10(c) the Company SEC Reports filed and publicly available prior to the date of this Agreement entered into by the Company or any of its Subsidiaries with any regulatory entity, including any insurance or HMO regulatory bodies, which undertakings, orders or other commitments limit or purport to limit the business of the Seller Disclosure ScheduleCompany or any of its Significant Subsidiaries as presently conducted or as the same may be conducted in the future. The Company and its Subsidiaries hold, each Plan has been operated in and at all respects in accordance with the requirements times since January 1, 1995 have held, all permits, licenses, variances, exemptions, orders and approvals of all applicable Law and all persons who participate in Governmental Entities necessary for the operation lawful conduct of such Plans and all Plan their respective businesses (the "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable LawCOMPANY PERMITS"), except where for failures to hold such violations of applicable Law permits, licenses, variances, exemptions, orders and approvals which would not, individually or in the aggregate, have a Material Adverse Effect with respect to on the SellerCompany. The Seller Company and the Seller its Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation ofare, and at all times since January 1, 1995 have been, in compliance with the Seller and terms of the Seller Subsidiaries have no knowledge of any default or violation by any party to, any PlanCompany Permits, except where such failures, defaults or violations the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as specifically disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the conduct of the respective businesses of the Company and its Subsidiaries is, and at all times has been, in conformity with all applicable federal, state and other governmental and regulatory requirements, except where nonconformity or noncompliance would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No investigation or review by any Governmental Entity with respect to the Seller. No legal action, suit Company or claim any of its Subsidiaries is pending or, to the knowledge of the Seller or the Seller SubsidiariesCompany, threatened with respect to any Plan (threatened, other than claims for benefits those which would not, individually or in the ordinary course) andaggregate, except as disclosed in SECTION 2.10(c) of have a Material Adverse Effect on the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityCompany.

Compliance with Applicable Law. Except as disclosed (a) Parent and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to, and have complied with and are not in SECTION 2.10(c) violation under, any applicable law, statute, order, rule or regulation of the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements any Governmental Entity relating to Parent or any of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawits Subsidiaries, except where the failure to hold such violations of applicable Law license, franchise, permit or authorization or such non-compliance or violation would not, individually or in the aggregate, have reasonably be expected to result in a Parent Material Adverse Effect Effect, and neither Parent nor any of its Subsidiaries has received written notice of any violations of any of the above which, individually or in the aggregate, would reasonably be expected to result in a Parent Material Adverse Effect. (b) The Parent and each of its Subsidiaries (i) is, and since January 1, 2017 has been, in compliance with respect (A) all written policies of the Parent and each of its Subsidiaries pertaining to the Seller. The Seller logical and physical security of electronic data stored or used by the Seller Subsidiaries have performed all obligations required to be performed by Parent or any of them under, are not in any respect in default under or in violation ofits Subsidiaries (the “Parent Privacy Policy”), and the Seller (B) all applicable laws pertaining to privacy, data protection, user data or Parent Personal Information; and the Seller Subsidiaries have no knowledge (ii) has implemented and maintained commercially reasonable administrative, technical and physical safeguards to protect such Parent Personal Information against unauthorized access and use, in each case of any default or violation by any party to, any Plan, clause (i) and (ii) except where such failures, defaults or violations as would not, individually or in the aggregate, have reasonably be likely to result in a Parent Material Adverse Effect Effect. There has been no loss, damage or unauthorized access, disclosure, use or breach of security of Parent Personal Information maintained by or on behalf of the Parent or any of its Subsidiaries, except in each case as would not, individually or in the aggregate, reasonably be likely to result in a Parent Material Adverse Effect. No Person (including any Governmental Entity) has made any written claim or commenced any action with respect to the Seller. No legal actionunauthorized access, suit disclosure or claim is pending or, to the knowledge use of Parent Personal Information maintained by or on behalf of any of the Seller Parent or the Seller any of its Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed would not, individually or in SECTION 2.10(cthe aggregate, reasonably be likely to result in a Parent Material Adverse Effect. None of (1) the execution, delivery, or performance of this Agreement or (2) the consummation of any of the Seller Disclosure Scheduletransactions contemplated by this Agreement, including the Merger, will violate any Parent Privacy Policy or any law pertaining to privacy, data protection user data or Parent Personal Information, except in each case as would not, individually or in the aggregate, reasonably be likely to result in a Parent Material Adverse Effect. “Parent Personal Information” means all data or information controlled, owned, stored, used or processed by the Parent or any of its Subsidiaries relating to an identified or identifiable customer or natural person (such as name, postal address, email address, telephone number, date of birth, Social Security number (or its equivalent), driver’s license number, account number, personal identification number, health or medical information (or any other unique identifier or one or more factors specific to the knowledge Person’s physical, physiological, mental, economic or social identity), whether such information is in individual or aggregate form and regardless of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed media in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityit is contained.

Compliance with Applicable Law. Except as disclosed (a) Ameris and each of its Subsidiaries are, and at all times since December 31, 2009, have been, in SECTION 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated compliance in all material respects with all laws applicable to their businesses, operations, properties, assets, and employees. Ameris and each of its Subsidiaries have in accordance effect, and at all relevant times since December 31, 2009, held all material Permits necessary for them to own, lease or operate their properties and assets and to carry on their businesses and operations as now conducted and, to Ameris’s knowledge, no suspension or cancellation of any such Permits is threatened and there has occurred no violation of, default (with or without notice or lapse of time or both) under or event giving to others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Permit. The deposit accounts of Ameris Bank are insured by the requirements of all applicable Law FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, and all persons who participate in the operation of such Plans premiums and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations assessments required to be performed by any of them under, are not paid in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries connection therewith have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Sellerbeen paid when due. No legal action, suit Action for the revocation or claim termination of such deposit insurance is pending or, to the knowledge of Ameris, threatened. (b) Since December 31, 2009, neither Ameris nor any of its Subsidiaries has received any written notification or communication from any Governmental Entity (i) requiring Ameris or any of its Subsidiaries to enter into or consent to the Seller issuance of a cease and desist order, formal or the Seller Subsidiarieswritten agreement, threatened with respect directive, commitment, memorandum of understanding, board resolution, extraordinary supervisory letter or other formal or informal enforcement action of any kind that imposes any material restrictions on its conduct of business or that relates to its capital adequacy, its credit or risk management policies, its dividend policy, its management, its business or its operations (any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduleforegoing, an “Ameris Regulatory Agreement”), or (ii) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, FDIC insurance coverage, and, to the knowledge of Ameris, neither Ameris nor any of its Subsidiaries has been advised by any Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the Seller appropriateness of issuing or the Seller Subsidiariesrequesting) any such judgment, no fact order, injunction, rule, agreement, memorandum of understanding, commitment letter, supervisory letter, decree or event exists that could give rise similar submission. Neither Ameris nor any of its Subsidiaries is party to or subject to any such actionAmeris Regulatory Agreement. (c) Neither Ameris nor any of its Subsidiaries (nor, suit to the knowledge of Ameris, any of their respective directors, executives, representatives, agents or claim. Except as disclosed in SECTION 2.10(cemployees) (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees, (iii) has violated or is violating any provision of the Seller Disclosure ScheduleForeign Corrupt Practices Act of 1977, neither the Seller nor (iv) has established or maintained, or is maintaining, any Seller Subsidiary unlawful fund of corporate monies or other properties or (v) has incurred made any material liability to the Pension Benefit Guaranty Corporation (bribe, unlawful rebate, payoff, influence payment, kickback or other than for premiums which have been paid when due) or unlawful payment of any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitynature.

Compliance with Applicable Law. Except Each of (i) the employee benefit plans (as disclosed defined in SECTION 2.10(cSection 3(3) of the Seller Disclosure ScheduleEmployee Retirement Income Security Act of 1974, as amended ("ERISA") and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which any Acquired Entity is a party, with respect to which any Acquired Entity has any obligation or which are maintained, contributed to or sponsored by any Acquired Entity for the benefit of any current or former employee, officer or director of any Acquired Entity, (ii) each Plan employee benefit plan for which any Acquired Entity could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which any Acquired Entity could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Stockholders or any of the Acquired Entities and any employee of any Acquired Entity, including, without limitation, any contracts, arrangements or understandings relating to the sale of any Acquired Entity (collectively, the "Plans") is now and always has been operated in all material respects in accordance with the requirements of all applicable Law Law, including, without limitation, ERISA and the Code, and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have always acted in all material respects in accordance with the provisions of all applicable Law, except where such violations of applicable Law would notincluding, individually or in without limitation, ERISA and the aggregate, have a Material Adverse Effect with respect to the SellerCode. The Seller and the Seller Subsidiaries Acquired Entities have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, and no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liability.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) DMGI and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements lawful conduct of all applicable Law their respective businesses under and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawpursuant to each, except where neither the cost of failure to hold nor the cost of obtaining and holding such violations of applicable Law would notlicense, franchise, permit or authorization would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Selleron DMGI. The Seller DMGI and the Seller each of its Subsidiaries have performed all obligations required to be performed by any of them under, complied with and are not in any respect in default under or in violation ofany, and the Seller and the Seller Subsidiaries have no knowledge applicable law, statute, order, rule, regulation, policy and/or guideline of any default Governmental Entity relating to DMGI or violation by any party to, any Planof its Subsidiaries, except where neither the cost of such failuresnoncompliance or default nor the cost of compliance or cure of default would, defaults or violations would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on DMGI. Without limitation, during the three (3) years prior to the Seller. No legal actionExecution Date, suit none of DMGI, and of its Subsidiaries, or claim is pending orany director, officer, employee, agent or other person acting on behalf of DMGI or any of its Subsidiaries has, to the knowledge Knowledge of DMGI directly or indirectly, (i) used any funds of DMGI or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of DMGI or any of its Subsidiaries, (iii) violated any provision that would result in the violation of the Seller Foreign Corrupt Practices Act of 1977, as amended, or the Seller any similar law (iv) established or maintained any unlawful fund of monies or other assets of DMGI or any of its Subsidiaries, threatened with respect (v) made any fraudulent entry on the books or records of DMGI or any of its Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Plan (other than claims for benefits person, private or public, regardless of form, whether in the ordinary course) andmoney, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduleproperty or services, to the knowledge obtain favorable treatment in securing business to obtain special concessions for DMGI or any of the Seller or the Seller its Subsidiaries, no fact to pay for favorable treatment for business secured or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than pay for premiums which have been paid when due) special concessions already obtained for DMGI or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityits Subsidiaries.

Compliance with Applicable Law. (a) Company and each of its Subsidiaries and each of their employees hold all licenses, registrations, franchises, certificates, variances, permits and authorizations necessary for the lawful conduct of their respective businesses and properties and are and have been in compliance with, and are not and have not been in violation of, any applicable Law, except in each case where the failure to hold such license, registration, franchise, certificate, variance, permit or authorization or such noncompliance or violation would not be material to Company and its Subsidiaries, taken as a whole, and neither Company nor any of its Subsidiaries has Knowledge of, or has received notice of, any violations of any of the above, except for such violations that would not be material to Company and its Subsidiaries, taken as a whole. (b) Except as disclosed in SECTION 2.10(c) would not be material to Company and its Subsidiaries, taken as a whole, Company and each of the Seller Disclosure Scheduleits Subsidiaries have properly administered all accounts for which Company or any of its Subsidiaries acts as a fiduciary, each Plan has been operated in all respects including accounts for which Company or any of its Subsidiaries serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment adviser, in accordance with the requirements terms of all the governing documents and applicable Law and in all persons who participate in the operation material respects. None of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually Company or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller its Subsidiaries, threatened or any director, officer or employee of Company or any of its Subsidiaries, has committed any breach of trust with respect to any Plan such fiduciary account that would be material to Company and its Subsidiaries, taken as a whole, and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect in all material respects the assets of such fiduciary account. (other than claims for benefits c) Company and each insured depository Subsidiary of Company is “well-capitalized” (as that term is defined in the ordinary course) and, except as disclosed in SECTION 2.10(c) relevant regulation of the Seller Disclosure Scheduleinstitution’s primary federal bank regulator), and “well managed” (as that term is defined at 12 C.F.R. 225.2(s) or the relevant regulation of the institution’s primary bank regulator), and the institution’s rating under the Community Reinvestment Act of 1997 (“CRA”) is no less than “satisfactory.” Neither Company nor any Company Subsidiary has been informed that its status as “well-capitalized,” “well managed” or “satisfactory” for CRA purposes will change within one year. All deposit liabilities of Company and its Subsidiaries are insured by the FDIC to the knowledge fullest extent under the Law. Company and its Subsidiaries have met all conditions of the Seller or the Seller Subsidiariessuch insurance, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) including timely payment of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityits premiums.

Compliance with Applicable Law. (a) Company and each of its Subsidiaries and each of their employees hold all licenses, registrations, franchises, certificates, variances, permits and authorizations necessary for the lawful conduct of their respective businesses and properties and are and have been in compliance with all, and are not and have not been in violation of any, applicable Laws, except in each case where the failure to hold such license, registration, franchise, certificate, variance, permit or authorization or such noncompliance or violation would not be material to Company and its Subsidiaries, taken as a whole, and neither Company nor any of its Subsidiaries has Knowledge of, or has received notice of, any violations of any of the above, except for such violations that would not be material to Company and its Subsidiaries, taken as a whole. (b) Except as disclosed in SECTION 2.10(c) would not be material to Company and its Subsidiaries, taken as a whole, Company and each of the Seller Disclosure Scheduleits Subsidiaries have properly administered all accounts for which Company or any of its Subsidiaries acts as a fiduciary, each Plan has been operated in all respects including accounts for which Company or any of its Subsidiaries serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment adviser, in accordance with the requirements terms of all the governing documents and applicable Law and in all persons who participate in the operation material respects. None of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually Company or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller its Subsidiaries, threatened or any director, officer or employee of Company or any of its Subsidiaries, has committed any breach of trust with respect to any Plan such fiduciary account that would be material to Company and its Subsidiaries, taken as a whole, and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect in all material respects the assets of such fiduciary account. 19 (other than claims for benefits c) Company and each insured depository Subsidiary of Company is “well-capitalized” (as that term is defined in the ordinary course) and, except as disclosed in SECTION 2.10(c) relevant regulation of the Seller Disclosure Scheduleinstitution’s primary federal bank regulator), and “well managed” (as that term is defined at 12 C.F.R. 225.2(s) or the relevant regulation of the institution’s primary bank regulator), and the institution’s rating under the Community Reinvestment Act of 1997 (“CRA”) is no less than “satisfactory.” Neither Company nor any Company Subsidiary has been informed that its status as “well-capitalized,” “well managed” or “satisfactory” for CRA purposes will change within one year. All deposit liabilities of Company and its Subsidiaries are insured by the FDIC to the knowledge fullest extent under the Law. Company and its Subsidiaries have met all conditions of the Seller or the Seller Subsidiariessuch insurance, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) including timely payment of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityits premiums.

Compliance with Applicable Law. Except as disclosed To the knowledge of SURGICOE, the businesses of SURGICOE and each of its Subsidiaries have not been and are not being conducted in SECTION 2.10(c) violation of the Seller Disclosure Scheduleany applicable law, each Plan has been operated in all respects in accordance with the requirements ordinance, regulation, decree or order of all applicable Law and all persons who participate any governmental entity, except for violations which either singly or in the operation aggregate do not and are not expected to have a material adverse effect on the financial condition, business, assets, operations or prospects of SURGICOE and its Subsidiaries taken as a whole. To the knowledge of SURGICOE, no officer or employee of SURGICOE or any of its Subsidiaries, or any physician affiliated with SURGICOE or any of its Subsidiaries, is in violation of any term of any employment or management contract, trade secret or other proprietary information disclosure agreement or any other contract or agreement relating to the employment or affiliation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance person by or with the provisions of all applicable LawSURGICOE or such Subsidiary, except where to the extent that such violations of applicable Law would notdo not and are not expected to, individually or in the aggregate, have a Material Adverse Effect material adverse effect on SURGICOE and its Subsidiaries taken as a whole. SURGICOE and each of its Subsidiaries has complied in all material respects with all applicable federal and state securities laws in connection with the sale or resale of any equity interest in SURGICOE or any Subsidiary. Each of the surgery centers owned or managed by SURGICOE or any of its Subsidiaries meets in all material respects the conditions for participation in the Medicare program. Any certificates of need required for the construction or operation of such surgery centers were duly obtained and such certificates of need, if any, will remain in full force and effect immediately after the consummation of the transactions provided for herein. Seller gave all notices to, and received all approvals from, the appropriate state and federal governmental agencies or entities when it acquired its interest in the Centers. Except for the consents and notice requirements to be set forth on the list referred to in Section 6.6, the execution and delivery of this Agreement and the consummation of the transactions provided herein will not require any governmental consent, review or other process or the consent of any party to any lease, contract, agreement or instrument to which SURGICOE or any of the SURGICOE Subsidiaries is a party or by which any of their respective assets is subject. Each of the Centers is authorized to receive (and has received) payments for procedures covered by the Medicare program. Neither the U.S. Department of Health and Human Services nor any state agency has conducted or has given SURGICOE or any Subsidiary any notice that it intends to conduct any audit or other review of any Center’s participation in the Medicare or Medicaid programs, and no such audit or review would result in any material liability by SURGICOE or any Subsidiary for any reimbursement, penalty or interest with respect to the Sellerpayments received by SURGICOE or any Subsidiary thereunder. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are SURGICOE does not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge know of any default reason why the Subsidiaries will not or violation by any party tomay not be able to continue their respective businesses, any Planas presently conducted, except where such failures, defaults or violations would not, individually or in after the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation Effective Time (other than for premiums which changes that singularly or in the aggregate will not have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityadverse effect on SURGICOE’s business).

Compliance with Applicable Law. Except as disclosed (a) To CS Holdings’ Knowledge, CS Holdings and Community Bank are each in SECTION 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated compliance in all material respects in accordance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA PATRIOT Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices and neither CS Holdings nor Community Bank has received any written notice to the contrary. The board of directors of Community Bank has adopted and Community Bank has implemented an anti-money laundering program that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and the regulations thereunder and has received no written notice from any Governmental Entity or Regulatory Authority that such program (i) does not contain adequate and appropriate customer identification verification procedures; or (ii) has been deemed ineffective. (b) CS Holdings and Community Bank have all applicable Law material permits, licenses, authorizations, orders and approvals of, and have made all persons who participate filings, applications and registrations with, all Governmental Entities and Regulatory Authorities that are required in the operation of such Plans order to permit it to own or lease its properties and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawto conduct its business as presently conducted, except where the failure to hold such violations of applicable Law permits, licensees, authorizations, orders or approvals, or the failure to make such filings, applications or registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on CS Holdings. All such permits, licenses, certificates of authority, orders and approvals are in full force and effect in all material respects and, to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any Knowledge of them underCS Holdings, are not in any respect in default under no suspension or in violation of, and the Seller and the Seller Subsidiaries have no knowledge cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining Regulatory Approvals. (c) For the period beginning January 1, 2012, neither CS Holdings nor Community Bank has received any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending written notification or, to the knowledge CS Holdings’ Knowledge, any other communication from any Regulatory Authority (i) asserting that CS Holdings or Community Bank is not in material compliance with any of the Seller statutes, regulations or ordinances which such Regulatory Authority enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to CS Holdings or Community Bank; (iii) requiring, or threatening to require, CS Holdings or Community Bank, or indicating that CS Holdings or Community Bank may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of CS Holdings or Community Bank, including without limitation any restriction on the payment of dividends; or (iv) anddirecting, except as disclosed restricting or limiting, or purporting to direct, restrict or limit, in SECTION 2.10(c) any manner the operations of CS Holdings or Community Bank, including without limitation any restriction on the Seller Disclosure Schedule, to the knowledge payment of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to dividends (any such actionnotice, suit communication, memorandum, agreement or claimorder described in this sentence is hereinafter referred to as a “CS Holdings Regulatory Agreement”). Except Neither CS Holdings nor Community Bank has consented to or entered into any CS Holdings Regulatory Agreement that is currently in effect or that was in effect since January 1, 2012. The most recent regulatory rating given to Community Bank as disclosed to compliance with the Community Reinvestment Act (“CRA”) is satisfactory or better. (d) Community Bank is “well capitalized” (as that term is defined in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under 12 C.F.R. Section 302 of ERISA or Section 412 of the Code that 325.103(b)(1)). Community Bank has not been satisfied in full informed that its status as “well capitalized” will change and has no condition exists basis for believing that presents a material risk of incurring any such liabilityits status will change.

Compliance with Applicable Law. Except as disclosed (a) Each of Valley Green and each Valley Green Subsidiary is in SECTION 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated compliance in all material respects in accordance with the requirements of all applicable Law federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA PATRIOT Act, the Bank Secrecy Act, OFAC regulations, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Fair Debt Collections Practices Act, the Truth in Lending Act, and all persons who participate in other applicable fair lending laws and other laws relating to discriminatory business practices, and neither Valley Green nor any Valley Green Subsidiary has received any written notice to the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, contrary except where such violations of applicable Law the failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Selleron Valley Green. The Seller Board of Directors of Valley Green has adopted, and Valley Green has implemented, an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Entity and that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and the Seller Subsidiaries have performed regulations thereunder. (b) Each of Valley Green and each Valley Green Subsidiary has all obligations required to be performed by any of them undermaterial permits, are not in any respect in default under or in violation licenses, authorizations, orders and approvals of, and the Seller has made all filings, applications and the Seller Subsidiaries have no knowledge of any default registrations with, all Governmental Entities and Bank Regulators that are required in order to permit it to own or violation by any party to, any Plan, lease its properties and to conduct its business as presently conducted except where the failure to hold such failurespermits, defaults licensees, authorizations, orders or violations approvals, or the failure to make such filings, applications or registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Valley Green; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect in all material respects, and no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining Regulatory Approvals. (c) Since January 1, 2013, neither Valley Green nor any Valley Green Subsidiary has received any written notification or any other communication from any Bank Regulator (i) asserting that Valley Green or any Valley Green Subsidiary is not in material compliance with respect any of the statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to the Seller. No legal actionrevoke any license, suit franchise, permit or claim governmental authorization which is pending ormaterial to Valley Green or any Valley Green Subsidiary; (iii) requiring, or threatening to require, Valley Green or any Valley Green Subsidiary, or indicating that Valley Green or any Valley Green Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any Governmental Entity or Bank Regulator which is charged with the knowledge supervision or regulation of banks or engages in the insurance of bank deposits, restricting or limiting, or purporting to restrict or limit, in any material respect the operations of Valley Green or any Valley Green 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 Valley Green or any Valley Green Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as a “Valley Green Regulatory Agreement”). Neither Valley Green nor any Valley Green Subsidiary has consented to or entered into any Valley Green Regulatory Agreement that is currently in effect or that was in effect since January 1, 2013. The most recent regulatory rating given to Valley Green as to compliance with the Community Reinvestment Act (“CRA”) is satisfactory or better. (d) Valley Green is well capitalized within the meaning of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) regulations of the Seller Disclosure Schedule, FDIC and Valley Green does not know of any facts or circumstances that would reflect adversely on the financial and managerial standards to be applied by the knowledge FDIC in determining whether to approve the Merger. Valley Green knows of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise reason why it would not continue to be well capitalized under Basel III and all supplementary requirements imposed by any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability Bank Regulator pursuant to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityXxxx-Xxxxx.

Compliance with Applicable Law. Except as disclosed (a) Each of SNBV and its Subsidiaries is in SECTION 2.10(c) compliance with, and is not in violation of, its respective articles of incorporation, articles of association and bylaws or equivalent constituent documents. SNBV and each of its Subsidiaries hold, and have at all times held, all licenses, franchises, permits and authorizations necessary for the Seller lawful conduct of their respective businesses and ownership of their respective properties and assets under and pursuant to, and have complied with and are not in violation in any material respect under any, applicable law, statute, order, rule, regulation, policy or guideline of any Governmental Entity relating to SNBV, Sonabank or any of SNBV’s Subsidiaries (including, without limitation, the USA PATRIOT Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable LawAct or any other fair lending law or other law relating to discriminatory banking practices), except where the failure to hold such violations of applicable Law license, franchise, permit or authorization or such noncompliance or violation would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect with respect to the Seller. The Seller on SNBV, and the Seller Subsidiaries have performed all obligations required to be performed by neither SNBV nor any of them under, are not in any respect in default under or in violation its Subsidiaries knows of, and the Seller and the Seller Subsidiaries have no knowledge or has received notice of, any violations of any default or violation by any party to, any Plan, except where such failures, defaults or violations would notof the above which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on SNBV. Sonabank is in compliance with respect to the Seller. No legal actionCRA and Sonabank received a CRA rating of not less than “satisfactory” from the OCC in its most recently completed exam. (b) SNBV and each of its Subsidiaries has properly administered all accounts for which it acts as a fiduciary, suit including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or claim is pending orinvestment advisor, to in accordance with the knowledge terms of the Seller documents governing such accounts, applicable state and federal law and regulation and common law, except where the failure to so administer such accounts would not reasonably be expected to have, either individually or in the Seller aggregate, a Material Adverse Effect on SNBV. None of SNBV, any of its Subsidiaries, threatened or any director, officer or employee of SNBV or of any of its Subsidiaries, has committed any breach of trust or fiduciary duty with respect to any Plan (other than claims for benefits such fiduciary account that would reasonably be expected to have, either individually or in the ordinary course) aggregate, a Material Adverse Effect on SNBV, and, except as disclosed would not reasonably be expected to have, either individually or in SECTION 2.10(c) the aggregate, a Material Adverse Effect on SNBV, the accountings for each such fiduciary account are true and correct and accurately reflect the assets of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityfiduciary account.

Compliance with Applicable Law. Except as disclosed (a) Panasia holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of its businesses under, and has complied in SECTION 2.10(call material respects with, applicable laws, statutes, orders, rules or regulations of any Regulatory Authority relating to it, other than where such failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of its businesses nor otherwise have a Material Adverse Effect. (b) Panasia has filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file with any Regulatory Authority, and has filed all other reports and statements required to be filed by it, including without limitation any report or statement required to be filed pursuant to the laws, rules or regulations of the Seller Disclosure ScheduleUnited States, each Plan any state or any Regulatory Authority, and has been operated paid all fees and assessments due and payable in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawconnection therewith, except where the failure to file such violations report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, will not have a Material Adverse Effect. (c) No Regulatory Authority has initiated any proceeding or, to the Knowledge of applicable Law would Panasia, investigation into the business or operations of Panasia, except where any such proceedings or investigations will not, individually or in the aggregate, have a Material Adverse Effect Effect, or such proceedings or investigations have been terminated or otherwise resolved. (d) Panasia has not received any notification or communication from any Regulatory Authority (1) asserting that Panasia has not complied with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them underthe statutes, are not regulations or ordinances which such Regulatory Authority enforces, unless such assertion has been waived, withdrawn or otherwise resolved; (2) threatening to revoke any license, franchise, permit or governmental authorization which is material to Panasia; (3) requiring or threatening to require Panasia, or indicating that Panasia 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 respect manner the operations of Panasia; or (4) directing, restricting or limiting, or purporting to direct, restrict or limit, in default under any manner the operations of Panasia (any such notice, communication, memorandum, agreement or order described in violation ofthis sentence herein referred to as a "Regulatory Agreement"), and the Seller and the Seller Subsidiaries in each case except as would not have no knowledge of any default or violation by any party a Material Adverse Effect. Panasia has not received, consented to, or entered into any Plan, except where such failures, defaults or violations Regulatory Agreement which would nothave, individually or in the aggregate, a Material Adverse Effect. (e) To the Knowledge of Panasia, 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 Panasia would have a Material Adverse Effect with respect to Effect. (f) There is no injunction, order, judgment or decree imposed upon Panasia or the Seller. No legal actionassets of Panasia which has had, suit or claim is pending or, to the knowledge Knowledge of the Seller or the Seller SubsidiariesPanasia, threatened with respect to any Plan (other than claims for benefits in the ordinary course) andwill have, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityMaterial Adverse Effect.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(con OLB Disclosure Schedule 4.11: (a) Each of the Seller Disclosure ScheduleOLB Companies conducts its business in compliance with all Laws applicable to it, each Plan has been operated in all respects in accordance its properties, assets and deposits, its business, and its conduct of business and its relationship with the requirements of all applicable Law and all persons who participate in the operation of its employees conducting such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawbusiness, except where such violations of applicable Law noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect Effect; (b) Each of the OLB Companies has all material permits, licenses, authorizations, orders and approvals of all Regulatory Authorities that are required in order to permit it to own or lease its properties and carry on its business as it is presently conducted; all such permits, licenses, authorizations, orders and approvals are in full force and effect, and no suspension or cancellation of any of them is, to the SellerKnowledge of OLB, threatened, and to the Knowledge of OLB no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the Contemplated Transactions, subject to obtaining the receipt of all requisite approvals or consents from the Regulatory Authorities in order to consummate the Contemplated Transactions. The Seller None of the OLB Companies have been given notice or been charged with any violation of any law, ordinance, regulation, order, writ, rule, decree or condition to approval of any Regulatory Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (c) Since January 1, 2011, each of the OLB Companies has timely filed all reports, forms, schedules, registrations, statements and the Seller Subsidiaries have performed all obligations other documents, together with any amendments required to be performed made with respect thereto, that it was required by Law to file with any of them underRegulatory Authority (collectively, are not in any respect in default under or in violation ofthe “OLB Reports”), and has paid all fees and assessments due and payable in connection therewith, and each of such filings complied in all material respects with all Laws under which it was filed (or was amended so as to be in compliance promptly following discovery of such noncompliance) and, to the Seller extent such filings contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices and, in the Seller Subsidiaries have no knowledge case of any default or violation SEC reports, GAAP, throughout the periods covered by any party to, any Plansuch filing, except where such failures, defaults or violations to the extent failure to timely file would not, individually or in the aggregate, be expected to have a Material Adverse Effect Effect; none of the OLB Reports when filed with the SEC (the “SEC Reports”), and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there are no outstanding comments from or unresolved issues raised by the SEC, as applicable, with respect to any of the SEC Reports; none of the OLB Subsidiaries is required to file periodic reports pursuant to Sections 13 or 15(d) of the Exchange Act; (d) No Regulatory Authority has initiated any proceeding or, to the Knowledge of OLB, investigation into the business or operations of the OLB Companies that has not been resolved; (e) Since January 1, 2014, none of the OLB Companies has received any notification or communication from any Regulatory Authority: (i) Asserting that it is not in substantial compliance with any Law that 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 that is material to it; or (iii) Requiring or threatening to require it, or indicating that it may be required, to enter into a cease and desist order, consent agreement, other agreement or memorandum of understanding, or any other agreement directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner its operations, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this Section 4.11(e)(iii) and addressed specifically to an OLB Company herein referred to as an “OLB Regulatory Agreement”); (f) None of the OLB Companies has received, consented to or entered into any OLB Regulatory Agreement that is currently in effect, nor has any OLB Company been advised, since January 1, 2013 by any Regulatory Authority that it is considering issuing, initiating, ordering or requesting any OLB Regulatory Agreement that has not already been issued, initiated, ordered or requested; (g) There is no unresolved violation, criticism or exception by any Regulatory Authority with respect to any OLB Regulatory Agreement, except to the extent permitted by such OLB Regulatory Agreement; (h) There is no injunction, award, order, judgment, settlement, decree or regulatory restriction imposed upon or entered into by any of the OLB Companies or upon their assets; (i) OLB has designed, implemented and maintained disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the OLB Companies is made known to the management of OLB by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Seller. No legal actionOLB Reports; and (j) Since January 1, suit or claim is pending or2013, (x) no OLB Company nor, to the Knowledge of OLB, any director, officer, employee, auditor, accountant or other Representative of any OLB Company, has received or otherwise had or obtained knowledge of the Seller any material complaint, allegation, assertion or the Seller Subsidiariesclaim, threatened with respect whether written or oral, regarding its accounting or auditing practices, procedures, methodologies or methods or its internal accounting controls, including any material complaint, allegation, assertion or claim that it has engaged in questionable accounting or auditing practices, and (y) no attorney representing any OLB Company, whether or not employed by it, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by it or any of officers, directors, employees or agents to its board of directors or any committee thereof or to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller director or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityofficer.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) Each of the Seller Disclosure ScheduleCompanies, each Plan ------------------------------ of the Funds, each employee of each of them and such Seller holds, and has been operated in at all respects in accordance with pertinent times held, all licenses, registrations, franchises, permits, qualifications and authorizations (collectively, "Permits") necessary for the requirements lawful ownership and use of all applicable Law the respective properties and all persons who participate in the operation assets of such Plans Companies and all Plan "fiduciaries" (within the meaning Funds and the conduct of Section 3(21) their respective businesses under and pursuant to every, and is in compliance with each, and are not in default under any, Applicable Law relating to any of ERISA) have acted in accordance with them or any of their respective assets, properties or operations except for those licenses, franchises, permits, qualifications and authorizations, the provisions absence of all applicable Lawwhich, and except where such violations of applicable Law would notfor those non-compliances and defaults which, individually or in the aggregate, would not have a Seller Material Adverse Effect Effect, and such Seller does not know of any violations of any of the above and has not received notice asserting any such violation. All such Permits are valid and in good standing and are not subject to any proceeding for the suspension, modification or revocation thereof or proceedings related thereto. (b) Except for normal examinations conducted by any Governmental Authority in the regular course of the business of PCM, CCC and the Funds, no Governmental Authority has at any time during the past five years initiated or, to such Seller's knowledge, threatened any proceeding or investigation into the business or operations of any of them with respect to the Sellerbusiness of PCM, CCC and the Funds or any of their officers, directors, employees, shareholders or partners in their capacity as such. There is no unresolved violation, deficiency, or exception by any Governmental Authority with respect to any examination of PCM, CCC or the Funds. (c) PCM has and, to the extent any such agreement to which PCM is a party was assigned to PCM by an Affiliate of PCM, each such Affiliate has, at all times since December 31, 1996, rendered investment advisory services to its investment advisory clients with whom it is or was a party to an investment advisory agreement or similar arrangement in material compliance with all applicable requirements as to portfolio composition and portfolio management including, but not limited to, the terms of such investment advisory agreements, written instructions from such investment advisory clients pursuant to such agreements, the limited partnership agreements of the Funds, private placement memoranda or other offering materials and Applicable Law. The Seller assignment of investment advisory agreements by MCC-PCM to PCM in 2000 was not an assignment for purposes of the Advisers Act by reason of Rule 202(a)(1)-1 thereunder. (d) CCC has at all times since December 31, 1996, rendered brokerage services to its clients with whom it is or was a party to a brokerage agreement or similar arrangement in material compliance with the terms of such agreements and Applicable Law. Without limiting the Seller Subsidiaries have performed generality of the foregoing, CCC is duly registered with the SEC and all obligations 50 states, the Commonwealth of Puerto Rico and The District of Columbia as a broker-dealer. (e) PCM, CCC and each of the Funds timely has filed all reports, registration statements and other documents, together with any amendments required to be performed by made with respect thereto, that it was required to file with any Governmental Authority (including, without limitation, on Forms X-17A-5,U-4, BD and ADV), in a form which was accurate in all material respects and appropriately responsive in all material respects to the requirements of them under, are not Applicable Law and has paid all fees and assessments due and payable in any respect in default under connection therewith except failures to so file or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would notpay which, individually or in the aggregate, would not have a Seller Material Adverse Effect Effect. CCC's most recent Form X-17A-5, as filed with respect to the SellerNASD, accurately sets forth CCC's net capital on the date reported. No legal action, suit or claim CCC is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect not subject to any Plan restriction on its activities (other than claims those restrictions provided for benefits generally in the ordinary course) and, except as disclosed in SECTION 2.10(c) Exchange Act or the rules and regulations of the Seller Disclosure ScheduleNASD). (f) As of their respective dates, the Governmental Documents of PCM, CCC and the Funds complied in all material respects with the requirements of the Securities Laws applicable to such Governmental Documents. The Sellers have previously made available to Buyer a complete copy of each Governmental Document filed by any of the foregoing entities since December 31, 1996 and prior to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitydate hereof.

Compliance with Applicable Law. Except GreenPoint and each of its Subsidiaries: (a) is in compliance, in the conduct of its business, with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including the Sxxxxxxx-Xxxxx Act of 2002, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act, and, as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduledate hereof, GreenPoint, and each Plan other depository Subsidiary of GreenPoint, has been operated in a Community Reinvestment Act rating of “satisfactory” or better; (b) has all respects in accordance with the requirements of all applicable Law permits, licenses, franchises, certificates, orders, and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation approvals of, and has made all filings, applications, and registrations with, Governmental Entities that are required in order to permit GreenPoint and each of its Subsidiaries to carry on its business as currently conducted; (c) has, since December 31, 2000, received no notification or communication from any Governmental Entity (i) asserting that GreenPoint or any of its Subsidiaries is not in compliance with any statutes, regulations or ordinances, (ii) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, or (iii) threatening or contemplating revocation or limitation of, or which would have the Seller and the Seller Subsidiaries have no knowledge effect of revoking or limiting, FDIC deposit insurance; and (d) is not a party to or subject to any default order, decree, agreement, memorandum of understanding or violation by any party similar arrangement with, or a commitment letter, supervisory letter or similar submission to, any Plan, except where such failures, defaults Governmental Entity charged with the supervision or violations would not, individually regulation of depository institutions or engaged in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge insurance of the Seller deposits or the Seller Subsidiaries, threatened with respect to supervision or regulation of GreenPoint or any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge its Subsidiaries and neither GreenPoint nor any of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to its Subsidiaries has been advised by any such action, suit Governmental Entity that such Governmental Entity is contemplating issuing or claim. Except as disclosed in SECTION 2.10(crequesting (or is considering the appropriateness of issuing or requesting) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityorder, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission.

Compliance with Applicable Law. (a) Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on First Federal Bancorp, to First Federal Bancorp’s knowledge, each of First Federal Bancorp and each First Federal Bancorp Subsidiary is in compliance in all material respects with respect all applicable Federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the Bank Secrecy Act, the USA PATRIOT Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, the Equal Credit Opportunity Act, the Fair Housing Act and all other applicable fair lending laws and other laws relating to discriminatory business practices, and neither First Federal Bancorp nor any First Federal Bancorp Subsidiary has received any written notice to the Sellercontrary. The Seller Board of Directors of First Federal Bank has adopted and First Federal Bank has implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Entity and that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and the Seller Subsidiaries have performed regulations thereunder. (b) Each of First Federal Bancorp and each First Federal Bancorp Subsidiary has all obligations required to be performed by any of them undermaterial permits, are not in any respect in default under or in violation licenses, authorizations, orders and approvals of, and the Seller has made all filings, applications and the Seller Subsidiaries have no knowledge of any default registrations with, all Governmental Entities and Regulatory Authorities that are required to allow it to own or violation by any party to, any Plan, lease its properties and to conduct its business as presently conducted except where the failure to hold such failurespermits, defaults licensees, authorizations, orders or violations approvals, or the failure to make such filings, applications or registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on First Federal Bancorp; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the Seller. No legal actionKnowledge of First Federal Bancorp, suit no suspension or claim cancellation of any such permit, license, certificate, order or approval is pending threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the Regulatory Approvals. (c) Except as Previously Disclosed, since December 31, 2010, neither First Federal Bancorp nor any First Federal Bancorp Subsidiary has received any written notification or, to the knowledge First Federal Bancorp’s Knowledge, any other communication from any Regulatory Authority (i) asserting that First Federal Bancorp or any First Federal Bancorp Subsidiary is not in material compliance with any of the Seller statutes, regulations or ordinances which that Regulatory Authority enforces; (ii) requiring or threatening to require First Federal Bancorp or any First Federal Bancorp Subsidiary, or indicating that First Federal Bancorp or any First Federal Bancorp Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any Federal or state governmental agency or authority that is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits; or (iii) anddirecting, except restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of First Federal Bancorp or any First Federal Bancorp Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as disclosed an “First Federal Bancorp Regulatory Agreement”). Neither First Federal Bancorp nor any First Federal Bancorp Subsidiary has consented to or entered into any First Federal Bancorp Regulatory Agreement that is currently in SECTION 2.10(ceffect. The most recent regulatory rating given to First Federal Bank as to compliance with the CRA is satisfactory or better. (d) First Federal Bancorp is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityNasdaq.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated in Tribune and its Subsidiaries hold all respects in accordance with the requirements Permits of all applicable Law and all persons who participate in Governmental Entities necessary for the operation lawful conduct of such Plans and all Plan their respective businesses (the "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable LawTribune Permits"), except where for failures to hold such violations of applicable Law Permits that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Tribune or prevent or materially delay consummation of the Offer of the Merger. Tribune and its Affiliates are in compliance with respect to the Seller. The Seller and terms of the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any PlanTribune Permits, except where such failures, defaults or violations the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Tribune or prevent or materially delay consummation of the Offer or the Merger. The businesses of Tribune and its Subsidiaries are not being conducted in violation of any Law, (including the Communications Act of 1934, as amended, and the rules and regulations and published orders of the Federal Communications Commission ("FCC"), except for possible violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Tribune or prevent or materially delay the consummation of the Offer or the Merger and except as to Laws the effect or impact of which is specifically addressed elsewhere in this Article V. No investigation or review by any Governmental Entity with respect to the Seller. No legal action, suit Tribune or claim any of its Subsidiaries is pending or, to the knowledge of Tribune, threatened, nor has any Governmental Entity indicated in writing an intention to conduct any such investigation or review, other than, in each case, those the Seller outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Tribune or prevent or materially delay the consummation of the Offer or the Seller Merger. As of the date hereof, to Tribune's knowledge, there is not pending or threatened before the FCC any material investigation, proceeding, notice of violation, order of forfeiture or complaint against Tribune or any of its Subsidiaries, threatened with respect relating to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than radio and television stations and associated facilities for premiums which have been paid when due) Tribune or any material liability under Section 302 of ERISA its Subsidiaries holds licenses from the FCC, in each case which are owned or Section 412 of the Code that has not been satisfied operated by Tribune or its Subsidiaries or relating to FCC regulated services conducted by Tribune that, in full and no condition exists that presents each case, if adversely decided, would have a material risk of incurring any such liabilityMaterial Adverse Effect on Tribune.

Compliance with Applicable Law. Except as disclosed (a) MBI and each of its Subsidiaries are, and at all times since December 31, 2016, have been, in SECTION 2.10(c) compliance in all material respects with all laws applicable to their businesses, operations, properties or assets, including Sections 23A and 23B of the Seller Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure ScheduleAct, each Plan the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices. MBI is not aware of any facts or circumstances that would cause it to believe that any nonpublic customer information possessed by it or any of its Subsidiaries has been operated disclosed to, or accessed by, an unauthorized third party in a manner that would require or cause it or any of its Subsidiaries to undertake any material remedial action. MBI and each of its Subsidiaries have in effect, and at all respects in accordance relevant times since December 31, 2016 held, all material permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”) necessary for them to own, lease or operate their properties and assets and to carry on their businesses and operations as conducted, and to the Knowledge of MBI, no suspension or cancellation of any such Permits is threatened and there has occurred no violation of, default (with or without notice or lapse of time or both) under or event giving to others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Permit. MBI is duly registered with the requirements FRB as a bank holding company under the Bank Holding Company Act of all applicable Law 1956, as amended (the “BHC Act”). The deposit accounts of Marquis Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, and all persons who participate in the operation of such Plans premiums and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations assessments required to be performed by any of them under, are not paid in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries connection therewith have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Sellerbeen paid when due. No legal action, suit Action for the revocation or claim termination of such deposit insurance is pending or, to the knowledge Knowledge of MBI, threatened. (b) Since December 31, 2016, neither MBI nor any of its Subsidiaries has received any written notification or communication from any Governmental Entity (i) requiring MBI or any of its Subsidiaries to enter into or consent to the issuance of a cease and desist order, formal or written agreement, directive, commitment, memorandum of understanding, board resolution, extraordinary supervisory letter or other formal or informal enforcement action of any kind that imposes any material restrictions on its conduct of business or that relates to its capital adequacy, its credit or risk management policies, its dividend policy, its management or legal compliance, its business or its operations (any of the Seller foregoing, a “MBI Regulatory Agreement”), or (ii) threatening or contemplating revocation or limitation of, or which would have the Seller Subsidiarieseffect of revoking or limiting, threatened with respect FDIC insurance coverage, and neither MBI nor any of its Subsidiaries has been advised by any Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such judgment, order, injunction, rule, agreement, memorandum of understanding, commitment letter, supervisory letter, decree or similar submission. Neither MBI nor any of its Subsidiaries is party to or subject to any Plan MBI Regulatory Agreement. (other than claims for benefits in the ordinary coursec) and, except as disclosed in SECTION 2.10(c) Neither MBI nor any of the Seller Disclosure Scheduleits Subsidiaries (nor, to the knowledge Knowledge of MBI, any of their respective directors, executives, representatives, agents or employees) (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees, (iii) has violated or is violating any provision of the Seller Foreign Corrupt Practices Act of 1977, (iv) has established or the Seller Subsidiariesmaintained, no fact or event exists that could give rise to is maintaining, any such actionunlawful fund of corporate monies or other properties or (v) has made any bribe, suit unlawful rebate, payoff, influence payment, kickback or claim. Except as disclosed in SECTION 2.10(c) other unlawful payment of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitynature.

Compliance with Applicable Law. Except as disclosed (a) Each of Xxxxxxx Xxxx and each Xxxxxxx Xxxx Subsidiary is in SECTION 2.10(c) compliance in all material respects with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA PATRIOT Act, the Bank Secrecy Act, OFAC regulations, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977 (“CRA”), the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Fair Debt Collections Practices Act, the Truth in Lending Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, Title VII of the Seller Disclosure ScheduleCivil Rights Act of 1964, each Plan has been operated in all respects in accordance with as amended, the requirements Americans With Disabilities Act of all applicable Law 1990, as amended, the Rehabilitation Act of 1973, as amended, the Family and Medical Leave Act of 1993, as amended, the Genetic Information Non-Discrimination Act of 2008, and all persons who participate similar federal, state or local laws and/or ordinances, including without limitation, the Pennsylvania Human Relations Act, as amended, and any other non-discrimination and fair employment practices laws of any state and/or locality in which a Xxxxxxx Xxxx or any Xxxxxxx Xxxx Subsidiary employee works, worked, resides, or resided, all as amended, ERISA, the operation Affordable Care Act, as amended, the Age Discrimination in Employment Act of such Plans 1967, as amended, and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with Worker Adjustment and Retraining Notification Act, as amended, and neither Xxxxxxx Xxxx nor any Xxxxxxx Xxxx Xxxxxxxxxx has received any written notice to the provisions of all applicable Lawcontrary, except where such violations of applicable Law the failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Selleron Xxxxxxx Xxxx. The Seller Board of Directors of Xxxxxxx Xxxx Bank has adopted, and Xxxxxxx Xxxx Bank has implemented, an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Entity and that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and the Seller Subsidiaries have performed regulations thereunder. (b) Each of Xxxxxxx Xxxx and each Xxxxxxx Xxxx Subsidiary has all obligations required to be performed by any of them undermaterial permits, are not in any respect in default under or in violation licenses, authorizations, orders and approvals of, and the Seller has made all filings, applications and the Seller Subsidiaries have no knowledge of any default registrations with, all Governmental Entities and Bank Regulators that are required in order to permit it to own or violation by any party to, any Planlease its properties and to conduct its business as presently conducted, except where the failure to hold such failurespermits, defaults licenses, authorizations, orders or violations approvals, or the failure to make such filings, applications or registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Xxxxxxx Xxxx; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect in all material respects, and to Xxxxxxx Xxxx’x Knowledge, no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining Regulatory Approvals. (c) Since January 1, 2020, neither Xxxxxxx Xxxx nor any Xxxxxxx Xxxx Xxxxxxxxxx has received any written notification or any other communication from any Bank Regulator (i) asserting that Xxxxxxx Xxxx or any Xxxxxxx Xxxx Subsidiary is not in material compliance with respect any of the statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to the Seller. No legal actionrevoke any license, suit franchise, permit or claim governmental authorization which is pending ormaterial to Xxxxxxx Xxxx or any Xxxxxxx Xxxx Xxxxxxxxxx; (iii) requiring, or threatening to require, Xxxxxxx Xxxx or any Xxxxxxx Xxxx Subsidiary, or indicating that Xxxxxxx Xxxx or any Xxxxxxx Xxxx Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any Governmental Entity or Bank Regulator which is charged with the knowledge supervision or regulation of the Seller banks or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits engages in the ordinary courseinsurance of bank deposits, restricting or limiting, or purporting to restrict or limit, in any material respect the operations of Xxxxxxx Xxxx or any Xxxxxxx Xxxx Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) and, except as disclosed on Xxxxxxx Xxxx Disclosure Schedule 4.11(c), directing, restricting or limiting, or purporting to direct, restrict or limit, in SECTION 2.10(cany manner the operations of Xxxxxxx Xxxx or any Xxxxxxx Xxxx Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as a “Xxxxxxx Xxxx Regulatory Agreement”). Xxxxxxx Xxxx has not consented to or entered into any Xxxxxxx Xxxx Regulatory Agreement that is currently in effect or that was in effect since January 1, 2020. The most recent regulatory rating given to Xxxxxxx Xxxx Bank as to compliance with the CRA is satisfactory or better. (d) Xxxxxxx Xxxx Bank is “well capitalized” within the meaning of the Seller Disclosure Schedule, to the knowledge regulations of the Seller FDIC, and neither Xxxxxxx Xxxx nor Xxxxxxx Xxxx Bank knows of any facts or circumstances that would reflect adversely on the Seller Subsidiaries, financial and managerial standards to be applied by the FRB under the BHCA in determining whether to approve the Merger. Xxxxxxx Xxxx Bank knows of no fact or event exists that could give rise reason why it would not continue to be “well capitalized” under applicable capital requirements imposed by any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityBank Regulator.

Compliance with Applicable Law. Except as disclosed (a) The Company and each of its Subsidiaries (i) are, and since January 1, 2014 have been, in SECTION 2.10(ccompliance with and are not in default under or in violation of any applicable Legal Requirement and (ii) since January 1, 2014, have not received any written notice from any Governmental Entity alleging, or to the knowledge of the Seller Disclosure ScheduleCompany, each Plan has been operated any Governmental Entity otherwise threatened, that the Company or any of its Subsidiaries is in all respects in accordance with the requirements violation of all any applicable Law and all persons who participate Legal Requirement, except in the operation case of clauses (i) and (ii), for such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) non-compliance, default or violation as would not have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would notor reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. Effect. (b) The Seller Company and the Seller each of its Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation ofhold, and since January 1, 2014 have held, and are (and have been) in material compliance with, all material Approvals (which material Approvals include all Money Transmitter Licenses) which are required for the Seller conduct of their respective businesses and the Seller Subsidiaries have no knowledge ownership of any default or violation by any party totheir respective properties, any Planrights and assets. All such Approvals are valid and in full force and effect, except where such failures, defaults as would not have or violations would notreasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect Effect. Since January 1, 2014, neither the Company nor any of its Subsidiaries has received notice or other communication from any Governmental Entity regarding (and to the knowledge of the Company there is not): (i) any actual or possible material violation of or failure to comply with any material term or requirement of any Money Transmitter Licenses or any other material Approval; (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Money Transmitter Licenses or any other material Approval; or (iii) any denial of, or failure to obtain or receive, any Money Transmitter Licenses or any other material Approval, in each case related to the Company or any of its Subsidiaries in any jurisdiction that is material to the business of the Company and its Subsidiaries, taken as a whole. Since January 1, 2014, neither the Company nor any of its Subsidiaries has been denied a Money Transmitter License by any Governmental Entity nor has any Money Transmitter License been revoked, suspended or materially limited. (c) Except as set forth in Section 3.9(c) of the Company Disclosure Schedule and except for normal examinations conducted by a Governmental Entity in the regular course of the business of the Company and its Subsidiaries, since January 1, 2014, no Governmental Entity has to the knowledge of the Company, initiated or threatened any proceeding with respect to, or is contemplating or undertaking an investigation into, the business or operations of the Company or any of its Subsidiaries. Except as set forth in Section 3.9(c) of the Company Disclosure Schedule, there is no unresolved material violation with respect to any report, form, schedule, registration, statement or other document filed by, or relating to any examinations by any such Governmental Entity of, the SellerCompany or any of its Subsidiaries. No legal actionThe Company has made available to Parent complete and correct copies of all (i) material investigation, suit examination, audit or claim inspection reports provided to the Company or any of its Subsidiaries by any Governmental Entity in respect of the Company or any of its Subsidiaries, (ii) material written responses to any such reports made by the Company or any of its Subsidiaries and (iii) other material correspondence relating to any investigation, examination, audit or inspection of the Company or any of its Subsidiaries, in the case of each of clauses (i), (ii) and (iii), since January 1, 2015 and except for such reports, responses and correspondence which the Company is pending required to keep confidential under applicable Law. (d) Except as set forth in Section 3.9(d) of the Company Disclosure Schedule, each of the Company and its Subsidiaries is, and has at all times since January 1, 2015 been, in compliance in all material respects with the Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001, and all other applicable Legal Requirements related to financial recordkeeping or reporting, or the prevention of money laundering or terrorist financing in the jurisdictions in which they are organized and conduct business, including any Legal Requirement implementing the “Forty Recommendations” published by the Financial Action Task Force on Money Laundering (collectively, the “Anti-Money Laundering Laws”). Each of the Company and its Subsidiaries has adopted, implemented and maintains policies and procedures reasonably designed to ensure its compliance with Anti-Money Laundering Laws. (e) None of the Company or any of its Subsidiaries currently (or, to the knowledge of the Seller Company, at any time during the five years prior to the date of this Agreement), (i) is a person, or is located in a country or territory (except in connection with business operations authorized by the regulations administered by OFAC), that is subject to sanctions administered by the United States, the United Nations Security Council, the European Union, or the Seller SubsidiariesUnited Kingdom (each a “Sanctions Authority”), threatened with respect (ii) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person or entity designated on any economic or financial sanctions list maintained by any Sanctions Authority, including OFAC’s List of Specially Designated Nationals and Blocked Persons (“SDN”), Sectoral Sanctions Identification (“SSI”) List, or Foreign Sanctions Evader (“FSE”) List, or any other similar list maintained by any other applicable Sanctions Authority (except pursuant to and as authorized by the regulations administered by OFAC), (iii) deals in, or otherwise engages in any transaction involving property or interests in property blocked pursuant to any Plan applicable sanctions administered by any Sanctions Authority (other than claims for benefits except pursuant to and as authorized by the regulations administered by OFAC) or (iv) engages in or conspires to engage in any transaction that evades or avoids, or has the ordinary coursepurpose of evading or avoiding, or attempts to violate, any of the applicable prohibitions set forth in any of the foregoing clauses of this Section 3.9(e). (f) and, except Except as disclosed set forth in SECTION 2.10(cSection 3.9(d) of the Seller Company Disclosure Schedule, none of the Company or any of its Subsidiaries, including in connection with the business of any correspondent or agent, has currently (or, to the knowledge of the Seller Company, at any time during the five years prior to the date of this Agreement), directly or indirectly made any unlawful contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to or for the Seller Subsidiariesbenefit of any government official, no fact candidate for public office, political party, political campaign or event exists that could give rise other person, private or public, regardless of form, whether in money, property, or services: (i) for the purpose of (A) influencing any act or decision of such government official, candidate, party, campaign or other person, (B) inducing such government official, candidate, party, campaign or other person to do or omit to do any act in violation of a lawful duty, (C) obtaining or retaining business for or with any person, (D) expediting or securing the performance of official acts of a routine nature or (E) otherwise securing any improper advantage; or (ii) in violation of the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq., the UK Xxxxxxx Xxx 0000, any applicable Legal Requirements implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business (collectively, the “Bribery Legislation”). None of the Company or any of its Subsidiaries is, or has at any time during the five years prior to the date of this Agreement, subject to any such actionClaims, suit or claim. Except as disclosed in SECTION 2.10(c) of made any voluntary disclosures to any Governmental Entity, involving the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) Company or any material liability under Section 302 of ERISA its Subsidiaries in any way relating to applicable Bribery Legislation. The Company and its Subsidiaries have adopted procedures reasonably designed to prevent their directors, officers, employees, agents, representatives and affiliates from unlawfully offering, promising or Section 412 giving anything of value to another person to obtain or retain business or an advantage in the Code that has not been satisfied in full and no condition exists that presents a material risk conduct of incurring any such liabilitytheir business.

Compliance with Applicable Law. Except (a) Parent holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of its business as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduledate hereof under, each Plan and has been operated complied in all material respects in accordance with the requirements with, applicable laws, statutes, orders, rules or regulations of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except any Regulatory Authority relating to it other than where such violations failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of applicable Law would not, individually or in the aggregate, its business nor otherwise have a Parent/Merger Sub Material Adverse Effect Effect. (b) Parent has filed all reports, registrations and statements, together with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations any amendments required to be performed made with respect thereto, that they were required to file with any Regulatory Authority, and has filed all other reports and statements required to be filed by it, 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 has paid all fees and assessments due and payable in connection therewith. (c) Parent has not received any notification or communication from any Regulatory Authority: (i) asserting that Parent 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 Parent; (iii) requiring or threatening to require Parent, or explicitly stating that Parent 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 Parent, 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 Parent (any such notice, communication, memorandum, agreement or order described in this Section 3.5(c) referred to as a "Parent Regulatory Agreement"). (d) Parent has not consented to or entered into any Parent Regulatory Agreement. (e) To the Knowledge of Parent, there is no unresolved violation, criticism, or exception by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened Regulatory Authority with respect to any Plan Parent Regulatory Agreement. (other than claims for benefits in the ordinary coursef) andThere is no injunction, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduleorder, to the knowledge of the Seller judgment or decree imposed upon Parent or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) assets of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityParent.

Compliance with Applicable Law. Except as disclosed Lakeland and each of its Subsidiaries hold, and have at all times since December 31, 2019, held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in SECTION 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawconnection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such violations license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Lakeland, and, to the knowledge of Lakeland, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. Lakeland and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable Law law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to Lakeland or any of its Subsidiaries. Each of Lakeland’s Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “satisfactory” or better, and no such Subsidiary anticipates that a current “satisfactory” or better rating will be reduced. Except as would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect with respect on Lakeland, to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by knowledge of Lakeland, no director, officer, employee, agent or other person acting on behalf of Lakeland or any of them underits Subsidiaries has, are not directly or indirectly, (a) used any funds of Lakeland or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Lakeland or any of its Subsidiaries, (c) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any respect similar law, (d) established or maintained any unlawful fund of monies or other assets of Lakeland or any of its Subsidiaries, (e) made any fraudulent entry on the books or records of Lakeland or any of its Subsidiaries, or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in default money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for Lakeland or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Lakeland or any of its Subsidiaries, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department. Lakeland maintains a written information privacy and security program that maintains reasonable measures to protect the privacy, confidentiality and security of all data or information that constitutes personal data or personal information under applicable law (“Personal Data”) against any (i) loss or in violation ofmisuse of Personal Data, and (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the Seller and security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”). To the Seller Subsidiaries have no knowledge of Lakeland, Lakeland has not experienced any default or violation by any party to, any Plan, except where such failures, defaults or violations would notSecurity Breach that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Lakeland. To the knowledge of Lakeland, there are no data security or other technological vulnerabilities with respect to Lakeland’s information technology systems or networks that, individually or in the Selleraggregate, would reasonably be expected to have a Material Adverse Effect on Lakeland. No legal actionExcept as would not, suit either individually or claim in the aggregate, reasonably be expected to have a Material Adverse Effect on Lakeland: (i) Lakeland Bank has complied with all requirements of the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “CARES Act”) and the Paycheck Protection Program, including applicable guidance, in connection with its participation in the Paycheck Protection Program; and (ii) Lakeland Bank is not the subject of any pending or, to the knowledge of Lakeland, threatened investigations related to fraud in connection with participation in the Seller Paycheck Protection Program or Paycheck Protection Program loans. Except as would not, either individually or in the Seller aggregate, reasonably be expected to have a Material Adverse Effect on Lakeland: (i) Lakeland and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state, federal and foreign law; and (ii) none of Lakeland, any of its Subsidiaries, threatened or any of its or its Subsidiaries’ directors, officers or employees, has committed any breach of trust or fiduciary duty with respect to any Plan (other than claims such fiduciary account, and the accountings for benefits in each such fiduciary account are true, correct and complete and accurately reflect the ordinary course) and, except as disclosed in SECTION 2.10(c) assets and results of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityfiduciary account.

Compliance with Applicable Law. (a) Each of Gxxxxx Bancorp and each Gxxxxx Bancorp Subsidiary is in substantial compliance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, its conduct of business and its relationship with its employees, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act and all other applicable fair lending laws and other laws relating to discriminatory business practices. (b) Each of Gxxxxx Bancorp and each Gxxxxx Bancorp Subsidiary has all material permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Regulatory Authorities that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the best Knowledge of Gxxxxx Bancorp, no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the transactions contemplated by this Agreement. (c) Except as disclosed in SECTION 2.10(cGxxxxx Bancorp DISCLOSURE SCHEDULE 4.05(c), neither Gxxxxx Bancorp nor any Gxxxxx Bancorp Subsidiary has received any notification or communication from any Regulatory Authority (i) asserting that Gxxxxx Bancorp or any Gxxxxx Bancorp Subsidiary is not in material compliance with any of the Seller Disclosure Schedulestatutes, each Plan has been operated in all respects in accordance regulations or ordinances which such Regulatory Authority enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to Gxxxxx Bancorp or any Gxxxxx Bancorp Subsidiary; (iii) requiring or threatening to require Gxxxxx Bancorp or any Gxxxxx Bancorp Subsidiary, or indicating that Gxxxxx Bancorp or any Gxxxxx Bancorp Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the requirements supervision or regulation of all applicable Law and all persons who participate banks or engages in the operation insurance of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawbank deposits restricting or limiting, except where such violations of applicable Law would notor purporting to restrict or limit, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any material respect the operations of Gxxxxx Bancorp or any Gxxxxx Bancorp 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 default under any manner the operations of Gxxxxx Bancorp or any Gxxxxx Bancorp Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in violation of, and the Seller and the Seller Subsidiaries have no knowledge of this sentence is hereinafter referred to as a "Regulatory Agreement"). Neither Gxxxxx Bancorp nor any default Gxxxxx Bancorp Subsidiary has consented to or violation by entered into any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) andcurrently effective Regulatory Agreement, except as disclosed set forth in SECTION 2.10(c) of Gxxxxx Bancorp DISCLOSURE SCHEDULE 4.05(c). The most recent regulatory rating given to Gxxxxx Federal as to compliance with the Seller Disclosure Schedule, to the knowledge of the Seller CRA is satisfactory or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitybetter.

Compliance with Applicable Law. Except as disclosed set forth in SECTION 2.10(c) Section 4.16 of the Seller Disclosure ScheduleLetter, TLG and each Plan of its Subsidiaries is, and since January 1, 2012 has operated, in compliance with Applicable Law, except for such failures to operate in compliance as would not, or did not (in the case of failures that have been operated remedied), result in all respects the imposition of a material restriction on the ability of TLG or any of its Subsidiaries to conduct its respective Business in accordance the Ordinary Course of Business. Except as set forth in Section 4.16 of the Disclosure Letter, since January 1, 2012, neither TLG nor any of its Subsidiaries has given to any Governmental Entity, or received from any Governmental Entity, any written correspondence or other written notice expressly admitting to or alleging or claiming any actual, alleged or potential violation of Applicable Law, except for such violation as would not result in the imposition of a material restriction on the ability of TLG or the Subsidiaries to conduct their respective Businesses in the Ordinary Course of Business. All reports and returns required to be filed by TLG or its Subsidiaries with the requirements of all applicable Law any Governmental Entity relating to their Business have been filed and all persons who participate Permits that are required in connection with their Business have been obtained, except where the failure to file such reports or obtain such permits would not result in the operation imposition of such Plans a material restriction on the ability of TLG or its Subsidiaries to conduct their Business in the Ordinary Course of Business. All Permits of TLG and all Plan "fiduciaries" (within its Subsidiaries necessary to operate the meaning Business in the Ordinary Course of Section 3(21) of ERISA) have acted Business are in accordance with the provisions of all applicable Lawfull force and effect, except where such violations of applicable Law failure to obtain or maintain such Permits would not, individually or not result in the aggregate, have imposition of a Material Adverse Effect material restriction on the ability of TLG and its Subsidiaries to conduct their Business in the Ordinary Course of Business. TLG and its Subsidiaries are in compliance with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plansuch Permits, except where such failures, defaults or violations failure to be in compliance would not, individually or not result in the aggregate, have imposition of a Material Adverse Effect with respect material restriction on the ability of TLG and its Subsidiaries to conduct their Business in the Seller. No legal action, suit or claim is pending orOrdinary Course of Business and, to the knowledge of Parent, TLG and its Subsidiaries have received no written correspondence or other notice that proceedings for the Seller suspension or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) cancellation of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to Permit is pending or that TLG and the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or Subsidiaries are in violation of any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityPermit.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) Each of the Seller Disclosure SchedulePartnership and its Affiliates are, each Plan has been operated and since the Applicable Date have been, is in compliance in all material respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable LawApplicable Laws, except where for such violations of applicable Law non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, and except that if any representation or warranty contained in this Article 38 V with respect to the SellerPartnership’s compliance with any particular areas of Applicable Law is qualified by Knowledge, then the representation and warranty set forth in this Section 5.9(a) shall be deemed qualified by Knowledge with respect to such particular area of Applicable Law to the same extent as set forth in such other representation and warranty. Since the Applicable Date, the Partnership and its Affiliates have not received any notices, complaints or other communications (in writing or, to the Knowledge of the Partnership, otherwise) from any Person, or been subject to any order, regarding any actual or alleged material violation of any Applicable Law; and no material Proceedings have been filed, or to the Knowledge of the Partnership, threatened, against the Partnership or its Affiliates alleging a material violation of any Applicable Law. The Seller Partnership holds, owns or possesses all material Permits (other than Environmental Permits addressed in Section 5.17) necessary for the lawful ownership, operation and use of the material properties and assets and the Seller Subsidiaries conduct of the businesses of the Partnership and its Affiliates as currently conducted, in each case except where failure to have performed such Permits would not reasonably be expected to result in a Material Adverse Effect. The Partnership and its Affiliates are in compliance with their respective material obligations under such Permits (other than Environmental Permits addressed in Section 5.17). Since the Applicable Date, none of such Permits (other than Environmental Permits addressed in Section 5.17) has been challenged, revoked, suspended, restricted, cancelled, modified, impaired or non-renewed, and no statement or regarding any violation or failure to comply with, or of intention to challenge, revoke, suspend, restrict, cancel, modify, impair or fail to renew any such Permit (other than Environmental Permits addressed in Section 5.17) has been received in writing by the Partnership or any of its Affiliates. (b) Except as set forth in Section 5.9(b) of the Partnership Disclosure Schedule, since the Applicable Date the Partnership has complied in all material respects with its obligations to submit all filings required to be performed submitted by the Partnership with any of them under, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, Governmental Authority except where for such failures, defaults or violations non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect. All such filings were in compliance in all material respects with respect to the Seller. No legal actionApplicable Law when filed or as amended or supplemented, suit or claim is pending and no material deficiencies have been asserted in writing or, to the knowledge Knowledge of the Seller or the Seller SubsidiariesPartnership, threatened orally, by any Governmental Authority with respect to any Plan such filings that have not been resolved to the satisfaction of such Governmental Authority. (other than claims for benefits in c) Neither the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure SchedulePartnership nor, to the knowledge Knowledge of the Seller Partnership, any other Persons acting on its behalf has, (i) used any Partnership or the Seller Subsidiariesother funds for unlawful contributions, no fact payments, gifts or event exists that could give rise entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any such action, suit unlawful or claim. Except as disclosed unrecorded funds in SECTION 2.10(c) violation of Section 104 of the Seller Disclosure ScheduleUnited States Foreign Corrupt Practices Act of 1977, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) as amended, or any material liability under Section 302 of ERISA other similar Law, (ii) paid, accepted or Section 412 of the Code that has not been satisfied received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in full and no condition exists that presents a material risk of incurring noncompliance with any such liabilityexport restrictions, anti-boycott regulations, embargo regulations or other similar Applicable Laws.

Compliance with Applicable Law. Except as disclosed Purchaser and each of its Subsidiaries hold, and have at all times since January 1, 2020, held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in SECTION 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements of all applicable Law and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawconnection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such violations of applicable Law would notlicense, franchise, permit or authorization (nor the failure to pay any fees or assessments) would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them underon Purchaser, are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending orand, to the knowledge of the Seller Purchaser, no suspension or the Seller cancellation of any such necessary license, franchise, permit or authorization is threatened. Since January 1, 2020, Purchaser and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any, applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to Purchaser or any of its Subsidiaries. Purchaser Bank has a CRA rating of “satisfactory” or better in its most recently completed exam. Since January 1, 2020, Purchaser and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to Purchaser or any of its Subsidiaries, threatened with respect including all laws relating to any Plan (other than claims for benefits the privacy and security of data or information in the ordinary course) and, except as disclosed in SECTION 2.10(c) custody or control of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) Purchaser or any material liability of its Subsidiaries that constitutes personal data, personal information, or nonpublic personal information under Section 302 of ERISA applicable law or, without limiting the foregoing, relates to an identified or Section 412 of identifiable natural person (“Purchaser Personal Data”). Purchaser and its Subsidiaries maintain a written information privacy and security program that includes reasonable measures to protect the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liability.privacy, confidentiality and

Compliance with Applicable Law. Except as disclosed (a) Highlands and each of its Subsidiaries are and, at all times since December 31, 2008, have been, in SECTION 2.10(c) compliance in all material respects with all laws applicable to their businesses, operations, properties or assets, including Sections 23A and 23B of the Seller Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure ScheduleAct, each Plan the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices. Highlands is not aware of any facts or circumstances that would cause it to believe that any nonpublic customer information possessed by it or any of its Subsidiaries has been operated disclosed to, or accessed by, an unauthorized third party in a manner that would require or cause it or any of its Subsidiaries to undertake any material remedial action. Highlands and each of its Subsidiaries have in effect, and at all respects in accordance relevant times since December 31, 2008 held, all material permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”) necessary for them to own, lease or operate their properties and assets and to carry on their businesses and operations as now conducted, and to Highlands’ knowledge, no suspension or cancellation of any such Permits is threatened and there has occurred no violation of, default (with or without notice or lapse of time or both) under or event giving to others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Permit. Highlands is duly registered with the requirements FRB as a bank holding company under the Bank Holding Company Act of all applicable Law 1956, as amended (the “BHC Act”). The deposit accounts of FNB are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund to the fullest extent permitted by law, and all persons who participate in the operation of such Plans premiums and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations assessments required to be performed by any of them under, are not paid in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries connection therewith have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Sellerbeen paid when due. No legal action, suit Action for the revocation or claim termination of such deposit insurance is pending or, to the knowledge of Highlands, threatened. For the Seller or the Seller Subsidiariespurposes of this Agreement, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) use of the Seller Disclosure Schedulephrase “to the knowledge” of Highlands or ViewPoint, as applicable, or reference to the knowledge or awareness of Highlands or ViewPoint, as applicable, means the actual knowledge of, or information that should have been reasonably known by, an executive officer of such party or any of its Significant Subsidiaries after reasonable inquiry of subordinate officers who should likely have knowledge of such facts, events or circumstances. (b) Since December 31, 2008, neither Highlands nor any of its Subsidiaries has received any written notification or communication from any Governmental Entity (i) requiring Highlands or any of its Subsidiaries to enter into or consent to the issuance of a cease and desist order, formal or written agreement, directive, commitment, memorandum of understanding, board resolution, extraordinary supervisory letter or other formal or informal enforcement action of any kind that imposes any material restrictions on its conduct of business or that relates to its capital adequacy, its credit or risk management policies, its dividend policy, its management, its business or its operations (any of the foregoing, a “Highlands Regulatory Agreement”), or (ii) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, FDIC insurance coverage, and, to the knowledge of Highlands, neither Highlands nor any of its Subsidiaries has been advised by any Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the Seller appropriateness of issuing or the Seller Subsidiariesrequesting) any such judgment, no fact order, injunction, rule, agreement, memorandum of understanding, commitment letter, supervisory letter, decree or event exists that could give rise similar submission. Neither Highlands nor any of its Subsidiaries is party to or subject to any such actionHighlands Regulatory Agreement. (c) Since December 31, suit 2008, neither Highlands nor any of its Subsidiaries has been (i) in default or claim. Except as disclosed in SECTION 2.10(cviolation of, (ii) under investigation with respect to, or (iii) threatened to be charged with or given notice of any violation of, any law, other than non-material violations that have been discharged or remedied. (d) Neither Highlands nor any of its Subsidiaries (nor, to the knowledge of Highlands, any of their respective directors, executives, representatives, agents or employees) (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees, (iii) has violated or is violating any provision of the Seller Disclosure ScheduleForeign Corrupt Practices Act of 1977, neither the Seller nor (iv) has established or maintained, or is maintaining, any Seller Subsidiary unlawful fund of corporate monies or other properties or (v) has incurred made any material liability to the Pension Benefit Guaranty Corporation (bribe, unlawful rebate, payoff, influence payment, kickback or other than for premiums which have been paid when due) or unlawful payment of any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitynature.

Compliance with Applicable Law. Except North Fork and each of its Subsidiaries: (a) is in compliance, in the conduct of its business, with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including the Xxxxxxxx-Xxxxx Act of 2002, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act, and, as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduledate hereof, North Fork Bank, and each Plan other insured depository Subsidiary of North Fork, has been operated in a Community Reinvestment Act rating of "satisfactory" or better; (b) has all respects in accordance with the requirements of all applicable Law permits, licenses, franchises, certificates, orders, and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation approvals of, and has made all filings, applications, and registrations with, Governmental Entities that are required in order to permit North Fork and each of its Subsidiaries to carry on its business as currently conducted; (c) has, since December 31, 2000, received no notification or communication from any Governmental Entity (i) asserting that North Fork or any of its Subsidiaries is not in compliance with any statutes, regulations or ordinances, (ii) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, or (iii) threatening or contemplating revocation or limitation of, or which would have the Seller and the Seller Subsidiaries have no knowledge effect of revoking or limiting, FDIC deposit insurance; and (d) is not a party to or subject to any default order, decree, agreement, memorandum of understanding or violation by any party similar arrangement with, or a commitment letter, supervisory letter or similar submission to, any Plan, except where such failures, defaults Governmental Entity charged with the supervision or violations would not, individually regulation of depository institutions or engaged in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge insurance of the Seller deposits or the Seller Subsidiaries, threatened with respect to supervision or regulation of North Fork or any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge its Subsidiaries and neither North Fork nor any of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to its Subsidiaries has been advised by any such action, suit Governmental Entity that such Governmental Entity is contemplating issuing or claim. Except as disclosed in SECTION 2.10(crequesting (or is considering the appropriateness of issuing or requesting) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityorder, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission.

Compliance with Applicable Law. Except as disclosed (a) The Company and each of its Subsidiaries hold, and have at all times held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to, and have complied with and are not in SECTION 2.10(c) violation in any material respect under, any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to the Seller Disclosure ScheduleCompany or any of its Subsidiaries (including without limitation the USA PATRIOT Act, each Plan has been operated the Truth in all respects in accordance with Lending Act, the requirements of all applicable Law Equal Credit Opportunity Act, the Fair Credit Reporting Act and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawany other federal or state fair lending, consumer credit or consumer privacy law), except where the failure to hold such violations of applicable Law license, franchise, permit or authorization or such noncompliance or violation would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect with respect to on the Seller. The Seller Company, and neither the Seller Subsidiaries have performed all obligations required to be performed by Company nor any of them under, are not in any respect in default under or in violation its Subsidiaries knows of, and the Seller and the Seller Subsidiaries have no knowledge or has received notice of, any violations of any default or violation by any party to, any Plan, except where such failures, defaults or violations would notof the above which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on the Company. (b) Except as is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company, the Company and each Company Subsidiary have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge terms of the Seller governing documents, applicable state and federal law and regulation and common law. None of the Company, any Company Subsidiary, or any director, officer or employee of the Seller SubsidiariesCompany or of any Company Subsidiary, threatened has committed any breach of trust or fiduciary duty with respect to any Plan (other than claims for benefits such fiduciary account that is reasonably likely to have, either individually or in the ordinary course) aggregate, a Material Adverse Effect on the Company, and, except as disclosed would not be reasonably likely to have, either individually or in SECTION 2.10(cthe aggregate, a Material Adverse Effect on the Company, and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account. (c) Since the enactment of the Sxxxxxxx-Xxxxx Act, the Company has been and is in compliance in all material respects with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the National Association of Securities Dealers (the “NASD”) applicable to companies with securities listed for trading on the Nasdaq Global Select Market or the Nasdaq National Market, as applicable. Section 3.12(c) of the Seller Company Disclosure ScheduleSchedule sets forth, to the knowledge as of the Seller date hereof, a schedule of all officers and directors of the Company who have outstanding loans from the Company or the Seller its Subsidiaries, and there has been no fact default on, or event exists that could give rise to forgiveness or waiver of, in whole or in part, any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of loan during the Seller Disclosure Schedule, neither two years immediately preceding the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitydate hereof.

Compliance with Applicable Law. Except as disclosed (a) First Southern and each of its Subsidiaries are, and at all times since December 31, 2011, have been, in SECTION 2.10(c) compliance in all material respects with all laws applicable to their businesses, operations, properties or assets, including Sections 23A and 23B of the Seller Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure ScheduleAct, each Plan the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices. First Southern is not aware of any facts or circumstances that would cause it to believe that any nonpublic customer information possessed by it or any of its Subsidiaries has been operated disclosed to, or accessed by, an unauthorized third party in a manner that would require or cause it or any of its Subsidiaries to undertake any material remedial action. First Southern and each of its Subsidiaries have in effect, and at all respects in accordance relevant times since December 31, 2011 held, all material permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”) necessary for them to own, lease or operate their properties and assets and to carry on their businesses and operations as conducted, and to the Knowledge of First Southern, no suspension or cancellation of any such Permits is threatened and there has occurred no violation of, default (with or without notice or lapse of time or both) under or event giving to others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Permit. First Southern is duly registered with the requirements FRB as a bank holding company under the Bank Holding Company Act of all applicable Law 1956, as amended (the “BHC Act”). The deposit accounts of First Southern Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, and all persons who participate in the operation of such Plans premiums and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations assessments required to be performed by any of them under, are not paid in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries connection therewith have no knowledge of any default or violation by any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Sellerbeen paid when due. No legal action, suit Action for the revocation or claim termination of such deposit insurance is pending or, to the knowledge Knowledge of First Southern, threatened. (b) Except as otherwise disclosed in this paragraph, since December 31, 2011, neither First Southern nor any of its Subsidiaries has received any written notification or communication from any Governmental Entity (i) requiring First Southern or any of its Subsidiaries to enter into or consent to the issuance of a cease and desist order, formal or written agreement, directive, commitment, memorandum of understanding, board resolution, extraordinary supervisory letter or other formal or informal enforcement action of any kind that imposes any material restrictions on its conduct of business or that relates to its capital adequacy, its credit or risk management policies, its dividend policy, its management or legal compliance, its business or its operations (any of the Seller foregoing, a “First Southern Regulatory Agreement”), or (ii) threatening or contemplating revocation or limitation of, or which would have the Seller Subsidiarieseffect of revoking or limiting, threatened with respect FDIC insurance coverage, and neither First Southern nor any of its Subsidiaries has been advised by any Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such judgment, order, injunction, rule, agreement, memorandum of understanding, commitment letter, supervisory letter, decree or similar submission. Neither First Southern nor any of its Subsidiaries is party to or subject to any Plan First Southern Regulatory Agreement. (other than claims for benefits in the ordinary coursec) and, except as disclosed in SECTION 2.10(c) Neither First Southern nor any of the Seller Disclosure Scheduleits Subsidiaries (nor, to the knowledge Knowledge of First Southern, any of their respective directors, executives, representatives, agents or employees) (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees, (iii) has violated or is violating any provision of the Seller Foreign Corrupt Practices Act of 1977, (iv) has established or the Seller Subsidiariesmaintained, no fact or event exists that could give rise to is maintaining, any such actionunlawful fund of corporate monies or other properties or (v) has made any bribe, suit unlawful rebate, payoff, influence payment, kickback or claim. Except as disclosed in SECTION 2.10(c) other unlawful payment of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitynature.

Compliance with Applicable Law. Except GreenPoint and each of its Subsidiaries: (a) is in compliance, in the conduct of its business, with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including the Xxxxxxxx-Xxxxx Act of 2002, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act, and, as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduledate hereof, GreenPoint, and each Plan other depository Subsidiary of GreenPoint, has been operated in a Community Reinvestment Act rating of "satisfactory" or better; (b) has all respects in accordance with the requirements of all applicable Law permits, licenses, franchises, certificates, orders, and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation approvals of, and has made all filings, applications, and registrations with, Governmental Entities that are required in order to permit GreenPoint and each of its Subsidiaries to carry on its business as currently conducted; (c) has, since December 31, 2000, received no notification or communication from any Governmental Entity (i) asserting that GreenPoint or any of its Subsidiaries is not in compliance with any statutes, regulations or ordinances, (ii) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, or (iii) threatening or contemplating revocation or limitation of, or which would have the Seller and the Seller Subsidiaries have no knowledge effect of revoking or limiting, FDIC deposit insurance; and (d) is not a party to or subject to any default order, decree, agreement, memorandum of understanding or violation by any party similar arrangement with, or a commitment letter, supervisory letter or similar submission to, any Plan, except where such failures, defaults Governmental Entity charged with the supervision or violations would not, individually regulation of depository institutions or engaged in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge insurance of the Seller deposits or the Seller Subsidiaries, threatened with respect to supervision or regulation of GreenPoint or any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge its Subsidiaries and neither GreenPoint nor any of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to its Subsidiaries has been advised by any such action, suit Governmental Entity that such Governmental Entity is contemplating issuing or claim. Except as disclosed in SECTION 2.10(crequesting (or is considering the appropriateness of issuing or requesting) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityorder, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission.

Compliance with Applicable Law. Except as disclosed Disclosed in SECTION 2.10(cXxxxxxx Disclosure Schedule 3.11: (a) Each of the Seller Disclosure ScheduleXxxxxxx Companies conducts its business in compliance with all Laws applicable to it, each Plan has been operated in all respects in accordance its properties, assets and deposits, its business, and its conduct of business and its relationship with the requirements of all applicable Law and all persons who participate in the operation of its employees conducting such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawbusiness, except where such violations of applicable Law noncompliance would not, individually or in the aggregate, reasonably be expected to have a Xxxxxxx Material Adverse Effect with respect Effect; (b) Each of the Xxxxxxx Companies has, and since December 31, 2017, has had, all material permits, licenses, authorizations, orders and approvals of all Governmental Authorities that are required in order to the Seller. The Seller permit it to own or lease its properties and the Seller Subsidiaries carry on its business as it is presently conducted, and have performed paid all obligations required to be performed by fees and assessments due and payable in connection therewith; (ii) all such permits, licenses, authorizations, orders and approvals are in full force and effect, and no suspension or cancellation of any of them underis, are not in any respect in default under or in violation ofto the Knowledge of Xxxxxxx, threatened, and to the Seller and the Seller Subsidiaries have Knowledge of Xxxxxxx no knowledge suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the Contemplated Transactions, subject to obtaining the receipt of all requisite approvals or consents from the Governmental Authorities in order to consummate the Contemplated Transactions. None of the Xxxxxxx Companies is in default or violation by of any party tosuch permits, licenses, authorizations, orders and approvals. None of the Xxxxxxx Companies have been given notice or been charged with any Plan, except where such failures, defaults violation of any Law or violations would notcondition to approval of any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Xxxxxxx Material Adverse Effect Effect; (c) Except as has not had a Xxxxxxx Material Adverse Effect, since December 31, 2017, each of the Xxxxxxx Companies has timely filed all reports, forms, filings, schedules, information, data, registrations, submissions, statements and other documents, together with any amendments required to be made with respect thereto, that it was required by Law to file with any Governmental Authority (collectively, the “Xxxxxxx Reports”), and has paid all fees and assessments due and payable in connection therewith, and each of such Xxxxxxx Reports were complete and accurate in all material respects and complied in all material respects with all Laws under which it was filed (or was amended so as to be in compliance promptly following discovery of such noncompliance) and, to the extent such Xxxxxxx Reports contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices. Except as Disclosed in Xxxxxxx Disclosure Schedule 3.11, there (i) is no unresolved violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations, inspections or investigations of any Xxxxxxx Company (not including any supervisory suggestions or recommendations), (ii) are no outstanding formal or informal inquiries by, or unresolved disagreements or disputes with, any Governmental Authority with respect to the Seller. business, operations, policies or procedures of any Xxxxxxx Company, and (iii) none of the Xxxxxxx Companies is required to file periodic reports pursuant to Sections 13 or 15(d) of the Exchange Act; (d) No legal action, suit or claim is pending Governmental Authority has initiated or, to the knowledge Knowledge of Xxxxxxx, threatenened any Proceeding into the business or operations of the Seller Xxxxxxx Companies that has not been resolved; (e) Since December 31, 2017, none of the Xxxxxxx Companies has received any notification or communication from any Governmental Authority: (i) Asserting that it is not in material compliance with any Law that such Governmental Authority enforces, unless such assertion has been waived, withdrawn or otherwise resolved; (ii) Threatening to revoke any license, franchise, permit or governmental authorization that is material to it; or (iii) Except as Disclosed in Xxxxxxx Disclosure Schedule 3.11, requiring or threatening to require it, or indicating that it may be required, to enter into an Order or any other agreement directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner its operations, including without limitation any restriction on the Seller Subsidiariespayment of dividends (any such Order or other agreement described in this Section 3.11(e)(iii) and addressed specifically to a Xxxxxxx Company is referred to herein as a “Xxxxxxx Regulatory Agreement”); (f) Other than as Disclosed in Xxxxxxx Disclosure Schedule 3.11 (unless such Disclosure is prohibited by Law), threatened none of the Xxxxxxx Companies has received, consented to or entered into any Xxxxxxx Regulatory Agreement that is currently in effect, nor has any Xxxxxxx Company been advised since December 31, 2017 by any Governmental Authority that it is considering issuing, initiating, ordering or requesting any Xxxxxxx Regulatory Agreement that has not already been issued, initiated, ordered or requested; (g) There is no unresolved violation, criticism or exception by any Governmental Authority with respect to any Plan (other than claims for benefits in the ordinary course) andXxxxxxx Regulatory Agreement, except as disclosed in SECTION 2.10(cto the extent permitted by such Xxxxxxx Regulatory Agreement; (h) There is no Order or other regulatory restriction imposed upon or entered into by any of the Seller Disclosure ScheduleXxxxxxx Companies or upon any of their assets; (i) Since December 31, 2017, (i) no Xxxxxxx Company nor, to the Knowledge of Xxxxxxx, any director, officer, employee, auditor, accountant or other Representative of any Xxxxxxx Company, has received or otherwise had or obtained knowledge of the Seller any material complaint, allegation, assertion or the Seller Subsidiariesclaim, whether written or oral, regarding its accounting or auditing practices, procedures, methodologies or methods or its internal accounting controls, including any material complaint, allegation, assertion or claim that it has engaged in questionable accounting or auditing practices, and (ii) no fact attorney representing any Xxxxxxx Company, whether or event exists that could give rise not employed by it, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any such actiondirector or officer; and (j) Xxxxxxx has, suit or claim. Except as disclosed in SECTION 2.10(call material respects, (i) properly certified all foreign deposit accounts and has made all necessary tax withholdings on all of its deposit accounts, (ii) timely and properly filed and maintained all requisite Currency Transaction Reports and other related forms, including any requisite Custom Reports required by any agency of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 U.S. Department of the Code that has not been satisfied in full Treasury, including the IRS, and no condition exists that presents a material risk (iii) timely filed all Suspicious Activity Reports with the Financial Crimes Enforcement Network (bureau of incurring any such liabilitythe U.S. Department of the Treasury) required to be filed by it pursuant to applicable Laws.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c(a) of the Seller Disclosure ScheduleTo Winside Bancshares’s Knowledge, each Plan has been operated of Winside Bancshares and Winside State Bank is in compliance in all material respects in accordance with the requirements of all applicable Law federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees. (b) Each of Winside Bancshares and Winside State Bank has all persons who participate in the operation of such Plans material permits, licenses, authorizations, orders and approvals of, and has made all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of filings, applications and registrations with, all applicable Law, Governmental Entities and Regulatory Authorities that are required to allow it to own or lease its properties and to conduct its business as presently conducted except where the failure to hold such violations of applicable Law permits, licensees, authorizations, orders or approvals, or the failure to make such filings, applications or registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on Winside Bancshares; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect in all material respects and, to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any Knowledge of them underWinside Bancshares, are not in any respect in default under no suspension or in violation of, and the Seller and the Seller Subsidiaries have no knowledge cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining Regulatory Approvals. (c) Since December 31, 2011, neither Winside Bancshares nor Winside State Bank has received any party to, any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending written notification or, to the knowledge Winside Bancshares’s Knowledge, any other communication from any Regulatory Authority (i) asserting that Winside Bancshares or Winside State Bank is not in material compliance with any of the Seller statutes, regulations or ordinances that such Regulatory Authority enforces; (ii) requiring or threatening to require, Winside Bancshares or Winside State Bank, or indicating that Winside Bancshares or Winside State Bank may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority that is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits; or (iii) anddirecting, except as disclosed restricting or limiting, or purporting to direct, restrict or limit, in SECTION 2.10(c) any manner the operations of Winside Bancshares or Winside State Bank, including without limitation any restriction on the Seller Disclosure Schedule, to the knowledge payment of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to dividends (any such actionnotice, suit communication, memorandum, agreement or claimorder described in this sentence is hereinafter referred to as an “Winside Bancshares Regulatory Agreement”). Except Neither Winside Bancshares nor Winside State Bank has consented to or entered into any Winside Bancshares Regulatory Agreement that is currently in effect. The most recent regulatory rating given to Winside State Bank as disclosed in SECTION 2.10(cto compliance with the Community Reinvestment Act (“CRA”) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) is satisfactory or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitybetter.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) DMGI and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the Seller Disclosure Schedule, each Plan has been operated in all respects in accordance with the requirements lawful conduct of all applicable Law their respective businesses under and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawpursuant to each, except where neither the cost of failure to hold nor the cost of obtaining and holding such violations of applicable Law would notlicense, franchise, permit or authorization would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Selleron DMGI. The Seller DMGI and the Seller each of its Subsidiaries have performed all obligations required to be performed by any of them under, complied with and are not in any respect in default under or in violation ofany, and the Seller and the Seller Subsidiaries have no knowledge applicable law, statute, order, rule, regulation, policy and/or guideline of any default Governmental Entity relating to DMGI or violation by any party to, any Planof its Subsidiaries, except where neither the cost of such failuresnoncompliance or default nor the cost of compliance or cure of default would, defaults or violations would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on DMGI. Without limitation, during the three (3) years prior to the Seller. No legal actiondate hereof, suit none of DMGI, and of its Subsidiaries, or claim is pending orany director, officer, employee, agent or other person acting on behalf of DMGI or any of its Subsidiaries has, to the knowledge Knowledge of DMGI directly or indirectly, (i) used any funds of DMGI or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of DMGI or any of its Subsidiaries, (iii) violated any provision that would result in the violation of the Seller Foreign Corrupt Practices Act of 1977, as amended, or the Seller any similar law (iv) established or maintained any unlawful fund of monies or other assets of DMGI or any of its Subsidiaries, threatened with respect (v) made any fraudulent entry on the books or records of DMGI or any of its Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Plan (other than claims for benefits person, private or public, regardless of form, whether in the ordinary course) andmoney, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Scheduleproperty or services, to the knowledge obtain favorable treatment in securing business to obtain special concessions for DMGI or any of the Seller or the Seller its Subsidiaries, no fact to pay for favorable treatment for business secured or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than pay for premiums which have been paid when due) special concessions already obtained for DMGI or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityits Subsidiaries.

Compliance with Applicable Law. (a) Except as disclosed in SECTION 2.10(c) set forth on Schedule 5.11 of the Seller Price Disclosure Schedule, each Plan of the Price Entities has been operated in the right to operate under all respects in accordance with licenses (including the requirements liquor, beer and wine licenses disclosed on Schedule 5.11 of all applicable the Price Disclosure Schedule whether or not held by the Price Entities (the "LIQUOR LICENSES") unless otherwise indicated on Schedule 5.11), franchises, directed exemptive orders, directed "no-action" positions, decrees, permits and authorizations required under Applicable Law (collectively, "PERMITS") for the lawful ownership, operation and all persons who participate in use of its properties and assets and the operation conduct of such Plans its businesses under and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable pursuant to Applicable Law, except where for such violations Permits which the failure to obtain or to have such right to use would not reasonably be expected to have a Price Material Adverse Effect. Each of applicable the Price Entities has complied and is in compliance with each Permit, except such noncompliance as would not reasonably be expected to have a Price Material Adverse Effect. None of the Price Entities is in violation of any Applicable Law would notwhich violation, individually or in the aggregateaggregate of all such violations, would reasonably be expected to have a Price Material Adverse Effect with respect Effect, and except for such violation none of the Price Entities has received written or, to the Seller. The Seller and Knowledge of the Seller Subsidiaries have performed all obligations required Price Group, oral notice asserting any such violation. (b) Except as set forth on Schedule 5.11(b) of the Price Disclosure Schedule, since December 31, 1998 no Governmental Authority has, to be performed by the Knowledge of any of them underthe member of the Price Group, are not in any respect in default under or in violation ofinitiated, and no Governmental Authority has provided written, or, to the Seller and the Seller Subsidiaries have no knowledge Knowledge of any default member of the Price Group, oral notice to any of them, of any threatened proceeding or violation by investigation into the business or operations of the Price Entities or any party toof their members, any Planofficers, except where such failuresdirectors or employees in their capacity as such, defaults which proceeding or violations would notinvestigation if resolved unfavorably to the applicable Price Entity would, individually or in the aggregateaggregate with all such proceedings or investigations, reasonably be expected to have a Price Material Adverse Effect with respect to the Seller. No legal actionEffect, suit or claim is pending orand, to the knowledge Knowledge of any member of the Seller Price Group, no such proceedings or investigations are contemplated. Except as set forth on Schedule 5.11(b) of the Seller SubsidiariesPrice Disclosure Schedule, threatened there is no unresolved deficiency, violation or exception claimed or asserted by any Governmental Authority with respect to any Plan (other than claims for benefits examination of any of the Price Entities by such Governmental Authority which, if finally resolved unfavorably to the applicable Price Entity, would, individually or in the ordinary course) andaggregate with all such deficiencies, violations and exceptions, reasonably be expected to have a Price Material Adverse Effect. As of the date hereof, except as disclosed in SECTION 2.10(cset forth on Schedule 5.11(b) of the Seller Price Disclosure Schedule, to the knowledge none of the Seller Price Entities has received any written notice from any Governmental Authority of any pending or the Seller Subsidiariesthreatened modification, no fact suspension or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) cancellation of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) a Liquor License or any material liability under Section 302 of ERISA or Section 412 of the Code proceeding related thereto that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityfinally resolved.

Compliance with Applicable Law. Except as disclosed (a) Each of Luzerne and each Luzerne Subsidiary is in SECTION 2.10(c) of the Seller Disclosure Schedule, each Plan has been operated compliance in all material respects in accordance with the requirements of all applicable Law federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the USA PATRIOT Act, the Bank Secrecy Act, OFAC regulations, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Fair Debt Collections Practices Act, the Truth in Lending Act, and all persons who participate in other applicable fair lending laws and other laws relating to discriminatory business practices, and neither Luzerne nor any Luzerne Subsidiary has received any written notice to the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, contrary except where such violations of applicable Law the failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Selleron Luzerne. The Seller Board of Directors of Luzerne Bank has adopted, and Luzerne Bank has implemented, an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Entity and that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and the Seller Subsidiaries have performed regulations thereunder. (b) Each of Luzerne and each Luzerne Subsidiary has all obligations required to be performed by any of them undermaterial permits, are not in any respect in default under or in violation licenses, authorizations, orders and approvals of, and the Seller has made all filings, applications and the Seller Subsidiaries have no knowledge of any default registrations with, all Governmental Entities and Bank Regulators that are required in order to permit it to own or violation by any party to, any Plan, lease its properties and to conduct its business as presently conducted except where the failure to hold such failurespermits, defaults licensees, authorizations, orders or violations approvals, or the failure to make such filings, applications or registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Luzerne; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect in all material respects, and no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining Regulatory Approvals. (c) Other than those listed on Luzerne Disclosure Schedule 4.11(c), since January 1, 2010, neither Luzerne nor any Luzerne Subsidiary has received any written notification or any other communication from any Bank Regulator (i) asserting that Luzerne or any Luzerne Subsidiary is not in material compliance with respect any of the statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to the Seller. No legal actionrevoke any license, suit franchise, permit or claim governmental authorization which is pending ormaterial to Luzerne or any Luzerne Subsidiary; (iii) requiring, or threatening to require, Luzerne or any Luzerne Subsidiary, or indicating that Luzerne or any Luzerne Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any Governmental Entity or Bank Regulator which is charged with the knowledge supervision or regulation of banks or engages in the insurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of Luzerne or any Luzerne 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 Luzerne or any Luzerne Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as an “Luzerne Regulatory Agreement”). Copies of all Luzerne Regulatory Agreements, if any, and all related correspondence between or among Luzerne or any Luzerne Subsidiary and any Bank Regulator have heretofore been made available to Penns Xxxxx. Neither Luzerne nor any Luzerne Subsidiary has consented to or entered into any Luzerne Regulatory Agreement that is currently in effect or that was in effect since January 1, 2010. The most recent regulatory rating given to Luzerne Bank as to compliance with the Community Reinvestment Act (“CRA”) is satisfactory or better. (d) Each of Luzerne and Luzerne Bank are “well capitalized” within the meaning of the Seller or the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) regulations of the Seller Disclosure ScheduleFRB and the FDIC, respectively, and neither Luzerne nor Luzerne Bank knows of any facts or circumstances that would reflect adversely on the financial and managerial standards to be applied by the knowledge of FRB under the Seller or BHCA in determining whether to approve the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityMerger.

Compliance with Applicable Law. Except as disclosed (a) The Company and each of its Subsidiaries hold, and have at all times held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to, and have complied with and are not in SECTION 2.10(c) violation in any material respect under, any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to the Seller Disclosure ScheduleCompany or any of its Subsidiaries (including without limitation the USA PATRIOT Act, each Plan has been operated the Truth in all respects in accordance with Lending Act, the requirements of all applicable Law Equal Credit Opportunity Act, the Fair Credit Reporting Act and all persons who participate in the operation of such Plans and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawany other federal or state fair lending, consumer credit or consumer privacy law), except where the failure to hold such violations of applicable Law license, franchise, permit or authorization or such noncompliance or violation would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect with respect to on the Seller. The Seller Company, and neither the Seller Subsidiaries have performed all obligations required to be performed by Company nor any of them under, are not in any respect in default under or in violation its Subsidiaries knows of, and the Seller and the Seller Subsidiaries have no knowledge or has received notice of, any violations of any default or violation by any party to, any Plan, except where such failures, defaults or violations would notof the above which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on the Company. (b) Except as is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company, the Company and each Company Subsidiary have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with respect to the Seller. No legal action, suit or claim is pending or, to the knowledge terms of the Seller governing documents, applicable state and federal law and regulation and common law. None of the Company, any Company Subsidiary, or any director, officer or employee of the Seller SubsidiariesCompany or of any Company Subsidiary, threatened has committed any breach of trust or fiduciary duty with respect to any Plan (other than claims for benefits such fiduciary account that is reasonably likely to have, either individually or in the ordinary course) aggregate, a Material Adverse Effect on the Company, and, except as disclosed would not be reasonably likely to have, either individually or in SECTION 2.10(cthe aggregate, a Material Adverse Effect on the Company, and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account. (c) Since the enactment of the Xxxxxxxx-Xxxxx Act, the Company has been and is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the National Association of Securities Dealers (the “NASD”) applicable to companies with securities listed for trading on the Nasdaq Global Select Market or the Nasdaq National Market, as applicable. Section 3.12(c) of the Seller Company Disclosure ScheduleSchedule sets forth, to the knowledge as of the Seller date hereof, a schedule of all officers and directors of the Company who have outstanding loans from the Company or the Seller its Subsidiaries, and there has been no fact default on, or event exists that could give rise to forgiveness or waiver of, in whole or in part, any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of loan during the Seller Disclosure Schedule, neither two years immediately preceding the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitydate hereof.

Compliance with Applicable Law. (a) Except as disclosed in SECTION 2.10(c) of the Seller set forth on NW Bancorp Disclosure ScheduleSchedule 2.13, each Plan of NW Bancorp and each NW Bancorp Subsidiary is, and since January 1, 2013 has been operated been, in compliance in all material respects with all, and is not in accordance default in any material respect under any, applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its customers and employees, and neither NW Bancorp nor any NW Bancorp Subsidiary has received any written notice to the requirements contrary since January 1, 2014. (b) NW Bancorp and each of its Subsidiaries holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of their businesses under, and have complied in all material respects with, applicable Law laws, statutes, orders, rules or regulations of any federal, state or local governmental authority relating to them, including, without limitation, the Equal Credit Opportunity Act, the United States Foreign Corrupt Practices Act, the Fair Housing Act, the Community Reinvestment Act, Home Mortgage Disclosure Act, the USA Patriot Act, the Bank Secrecy Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, Regulation O, applicable limits on loans to one borrower, and all persons who participate in the operation of such Plans other applicable fair lending laws and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawother laws relating to discriminatory business practice, except other than where such violations failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of applicable Law would not, individually its businesses or in the aggregate, otherwise have a Material Adverse Effect on NW Bancorp. (c) Except as set forth on NW Bancorp Disclosure Schedule 2.13, since January 1, 2014, neither NW Bancorp nor any NW Bancorp Subsidiary has received any notification or communication from any Governmental Entity: (i) asserting that NW Bancorp or any NW Bancorp Subsidiary is not in compliance with respect to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any of them underthe statutes, are not regulations or ordinances which such Governmental Entity enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to NW Bancorp or any NW Bancorp Subsidiary; (iii) requiring or threatening to require NW Bancorp or any NW Bancorp Subsidiary, or indicating that NW Bancorp or any NW Bancorp 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 respect manner the operations of NW Bancorp or any NW Bancorp Subsidiary, including without limitation any restriction on the payment of dividends; (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in default under any manner the operations of NW Bancorp or in violation ofany NW Bancorp Subsidiary, and including without limitation any restriction on the Seller and the Seller Subsidiaries have no knowledge payment of dividends; or (v) imposing any default or violation by any party tocivil monetary penalties on NW Bancorp, any PlanNW Bancorp Subsidiary, except where or any directors of NW Bancorp (any such failuresnotice, defaults communication, memorandum, agreement or violations would not, individually or order described in the aggregate, have this sentence is hereinafter referred to as a Material Adverse Effect with respect to the Seller“Regulatory Agreement”). No legal action, suit or claim Neither NW Bancorp nor any NW Bancorp Subsidiary is pending or, to the knowledge of the Seller or the Seller Subsidiaries, threatened with respect currently subject to any Plan (other than claims for benefits in the ordinary course) and, except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityRegulatory Agreement.

Compliance with Applicable Law. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule4.12.1 To ALFC’s Knowledge, each Plan has been operated of ALFC and each ALFC Subsidiary is in compliance in all material respects in accordance with the requirements of all applicable Law federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the Xxxxxxxx-Xxxxx Act of 2002, the USA Patriot Act, the Bank Secrecy Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977 (“CRA”), the Home Mortgage Disclosure Act, and all persons who participate in the operation of such Plans other applicable fair lending laws and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawother laws relating to discriminatory business practices, except where such violations of applicable Law would not, individually or in the aggregate, have a Material Adverse Effect with respect and neither ALFC nor any ALFC Subsidiary has received any written notice to the Seller. The Seller contrary. 4.12.2 Each of ALFC and the Seller Subsidiaries have performed each ALFC Subsidiary has all obligations required to be performed by any of them undermaterial permits, are not in any respect in default under or in violation licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the Seller and the Seller Subsidiaries have Knowledge of ALFC, no knowledge suspension or cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the approvals set forth in Section 8.3. 4.12.3 For the period beginning January 1, 2003, neither ALFC nor any party to, ALFC Subsidiary has received any Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending written notification or, to the knowledge ALFC’s Knowledge, any other communication from any Bank Regulator (i) asserting that ALFC or any ALFC Subsidiary is not in material compliance with any of the Seller statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to ALFC or any ALFC Subsidiary; (iii) requiring or threatening to require ALFC or any ALFC Subsidiary, or indicating that ALFC or any ALFC Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of ALFC or any ALFC Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) anddirecting, except as disclosed restricting or limiting, or purporting to direct, restrict or limit, in SECTION 2.10(c) any material manner the operations of the Seller Disclosure Schedule, to the knowledge of the Seller ALFC or the Seller Subsidiaries, no fact or event exists that could give rise to any ALFC Subsidiary (any such actionnotice, suit communication, memorandum, agreement or claimorder described in this sentence is hereinafter referred to as a “Regulatory Agreement”). Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller Neither ALFC nor any Seller ALFC Subsidiary has incurred consented to or entered into any material liability Regulatory Agreement that is currently in effect. The most recent regulatory rating given to Atlantic Liberty Savings, F.A. as to compliance with the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) CRA is satisfactory or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitybetter.

Compliance with Applicable Law. (a) Except as disclosed set forth in SECTION 2.10(cSection 4.13(a) of the Seller Company Disclosure Schedule, the Company and each Plan has been operated in of its Subsidiaries and each Exempt Fund Client hold, and have at all respects in accordance with times since June 30, 2009 held, all licenses, franchises, permits, approvals, registrations, consents, exemptions, variances, waivers and authorizations (each, a “Permit”) which are required for the requirements conduct of all applicable Law their respective businesses and all persons who participate in the operation ownership of such Plans their respective properties, rights and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Lawassets, except where the failure to hold any such violations of applicable Law Permit would notnot have, individually or in the aggregate, have a Material Adverse Effect with respect to the SellerEffect. The Seller Company and the Seller each of its Subsidiaries and each Exempt Fund Client have performed complied in all obligations required to be performed by any of them undermaterial respects with, and are not in any respect in default under or in violation of, and the Seller and the Seller Subsidiaries have no knowledge of any default or violation in any material respect of, (i) any applicable Law, including, all applicable Laws related to data protection or privacy, the USA Patriot Act, the Xxxxxxxx-Xxxxx Act and all other applicable Laws relating to investment advisors and the terms of all Permits, and (ii) any internal privacy policies (including privacy policies provided to any client by the Company or its Subsidiaries) relating to privacy and the protection of personal information. Neither the Company nor any of its Subsidiaries nor any Exempt Fund Client has received written, or to the knowledge of the Company, oral notice of, any material default or violation of any applicable Law or of any Permit. The Company has made available to Parent complete and correct copies of all (i) reports related to any investigation, examination, audit or inspection reports provided by any party toGovernmental Entity in respect of the Company or any of its Subsidiaries or any Exempt Fund Client, (ii) material written responses to any Plansuch reports made by the Company or any of its Subsidiaries or any Exempt Fund Client and (iii) other material correspondence relating to any investigation, except where such failuresexamination, defaults audit or violations would notinspection of the Company or any of its Subsidiaries or any Exempt Fund Client by any Governmental Entity, individually or in the aggregatecase of each of clauses (i), (ii) and (iii), since June 30, 2009. (b) Each Management Contract (i) is in material compliance with the Investment Company Act and/or the Advisers Act (as applicable) and any other applicable Law and (ii) has been performed by the Investment Management Subsidiary in accordance with its terms, the Investment Company Act and/or the Advisers Act (as applicable) and other applicable Laws and, in the case of each Exempt Fund Client, the organizational documents of the Client, in each case, in all material respects. Each Client account has been managed and advised (and the fees and expenses payable thereunder have been calculated and charged) in compliance with the terms of the applicable Management Contract, the Investment Company Act and/or the Advisers Act (as applicable) and other applicable Laws and, in the case of each Exempt Fund Client, the organizational documents of the Client, in each case, in all material respects. (c) Section 4.13(c) of the Company Disclosure Schedule sets forth, as of the date hereof, a Material Adverse Effect complete list of all securities exchanges, commodities exchanges, boards of trade, clearing organizations, trade associations and similar organizations in which the Company or any of its Subsidiaries or any Exempt Fund Client holds membership or has been granted trading privileges. (d) The Company and each of its Subsidiaries (i) is in compliance in all material respects with respect to the Seller. No legal actionU.S. Foreign Corrupt Practices Act (the “Foreign Corrupt Practices Act”) and any other similar applicable U.S. or foreign Laws and (ii) between June 30, suit or claim is pending 2009 and the date of this Agreement, none of the Company and its Subsidiaries has received any written or, to the knowledge of the Seller or the Seller SubsidiariesCompany, threatened oral notice from any Governmental Entity with respect to any Plan (other than claims for benefits in violation by the ordinary course) and, except as disclosed in SECTION 2.10(c) Company or any of its Subsidiaries of the Seller Disclosure Schedule, Foreign Corrupt Practices Act or any other similar applicable U.S. or foreign Laws or any investigation with respect to the knowledge of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to any such action, suit or claim. Except as disclosed in SECTION 2.10(c) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary has incurred any material liability to the Pension Benefit Guaranty Corporation (other than for premiums which have been paid when due) or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilityforegoing.

Compliance with Applicable Law. (a) Except as disclosed described in SECTION 2.10(c) of the Seller EN Bancorp Disclosure ScheduleSchedule 3.11(a), to EN Bancorp’s Knowledge, each Plan has been operated of EN Bancorp and each EN Bancorp Subsidiary is in compliance in all material respects with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the Bank Secrecy Act, the USA PATRIOT Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act of 1977, the Fair Credit Reporting Act, the Truth in accordance with Lending Act, Regulation Z, the Home Mortgage Disclosure Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, and neither EN Bancorp nor any EN Bancorp Subsidiary has received any written notice to the contrary. The Board of Directors of Eagle Bank has adopted and Eagle Bank has implemented an anti-money laundering program that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and the regulations thereunder and has received no written notice from any Governmental Entity or Regulatory Authority that such program (i) does not contain adequate and appropriate customer identification verification procedures; or (ii) has been deemed ineffective. (b) Each of EN Bancorp and each EN Bancorp Subsidiary has all applicable Law material permits, licenses, authorizations, orders and approvals of, and has made all persons who participate filings, applications and registrations with, all Governmental Entities and Regulatory Authorities that are required in the operation of such Plans order to permit it to own or lease its properties and all Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, to conduct its business as presently conducted except where the failure to hold such violations of applicable Law permits, licensees, authorizations, orders or approvals, or the failure to make such filings, applications or registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect on EN Bancorp; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect in all material respects and, to the Seller. The Seller and the Seller Subsidiaries have performed all obligations required to be performed by any Knowledge of them underEN Bancorp, are not in any respect in default under no suspension or in violation of, and the Seller and the Seller Subsidiaries have no knowledge cancellation of any default such permit, license, certificate, order or violation approval is threatened or will result from the consummation of the transactions contemplated by any party tothis Agreement, any Plansubject to obtaining Regulatory Approvals. (c) For the period beginning January 1, 2013, except where such failuresas described in EN Bancorp Disclosure Schedule 3.11(c), defaults or violations would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Seller. No legal action, suit or claim is pending neither EN Bancorp nor any EN Bancorp Subsidiary has received any written notification or, to the knowledge EN Bancorp’s Knowledge, any other communication from any Regulatory Authority (i) asserting that EN Bancorp or any EN Bancorp Subsidiary is not in material compliance with any of the Seller statutes, regulations or ordinances which such Regulatory Authority enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to EN Bancorp or any EN Bancorp Subsidiary; (iii) requiring, or threatening to require, EN Bancorp or any EN Bancorp Subsidiary, or indicating that EN Bancorp or any EN Bancorp Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the Seller Subsidiaries, threatened with respect to any Plan (other than claims for benefits supervision or regulation of banks or engages in the ordinary courseinsurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of EN Bancorp or any EN Bancorp Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) anddirecting, except as disclosed restricting or limiting, or purporting to direct, restrict or limit, in SECTION 2.10(c) any manner the operations of EN Bancorp or any EN Bancorp Subsidiary, including without limitation any restriction on the Seller Disclosure Schedule, to the knowledge payment of the Seller or the Seller Subsidiaries, no fact or event exists that could give rise to dividends (any such actionnotice, suit communication, memorandum, agreement or claimorder described in this sentence is hereinafter referred to as a “EN Bancorp Regulatory Agreement”). Except as disclosed described in SECTION 2.10(c) of the Seller EN Bancorp Disclosure ScheduleSchedule 3.11(c), neither the Seller EN Bancorp nor any Seller EN Bancorp Subsidiary has incurred consented to or entered into any material liability EN Bancorp Regulatory Agreement that is currently in effect or that was in effect since January 1, 2013. The most recent regulatory rating given to Eagle Bank as to compliance with the Pension Benefit Guaranty Corporation Community Reinvestment Act (other than for premiums which have been paid when due“CRA”) is satisfactory or any material liability under Section 302 of ERISA or Section 412 of the Code that has not been satisfied in full and no condition exists that presents a material risk of incurring any such liabilitybetter.