Common use of Compliance with Laws and Regulatory Filings Clause in Contracts

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A of the Schedules, each of SIBC and SI Bank has complied in all material respects with and is not in material default or violation under the Legal Requirements applicable to it, including all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans (collectively, “Banking Laws”). Neither SIBC nor SI Bank has had material incidents of fraud or defalcation involving SIBC, SI Bank or any of their respective officers, directors or Affiliates during the last two years. Each of SIBC and SI Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank that are designed to properly monitor transaction activity (including wire transfers). B. Since December 31, 2011, each of SIBC and SI Bank has timely filed all reports, registrations, statements and other documents, together with any amendments required to be made thereto, that are required to be filed with the Office of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (the “FRB”), and such reports, registrations and statements as finally amended or corrected, are true and correct, in all material respects, and comply as to form with all Legal Requirements. Except as set forth in Section 5.04B of the Schedules, there is no unresolved violation, criticism or exception by any Governmental Authority with respect to any report relating to any examination of SIBC or SI Bank. C. Except as set forth in Section 5.04C of the Schedules, since December 31, 2010, neither SIBC nor SI Bank, or to its knowledge, any director, officer, employee, agent or other Person acting on behalf of SIBC or SI Bank has, directly or indirectly, (i) used any funds of SIBC or SI Bank 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 SIBC or SI Bank, (iii) violated any provision 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 SIBC or SI Bank, (v) made any fraudulent entry on the books or records of SIBC or SI Bank, 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 SIBC or SI Bank, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC or SI Bank, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury. D. SI Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b)) and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A of the Schedules, (A) BFST and each of SIBC and SI Bank has its Subsidiaries have complied in all material respects with and is are not in material default or violation under the any Legal Requirements applicable Requirement relating to itBFST or any of its Subsidiaries, including all laws related to data protection or privacy, including, without limitation, the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and regulations promulgated thereunder, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans (collectively, the “Banking Laws”). Neither SIBC BFST nor SI Bank has any BFST Subsidiary have had or, to the Knowledge of BFST, suspected any material incidents of fraud or defalcation involving SIBCBFST, SI Bank any BFST Subsidiary or any of their respective officers, directors or Affiliates during the last two (2) years. Each of SIBC and SI Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank that are designed to properly monitor transaction activity (including wire transfers). B. Since December 31, 2011, each of SIBC and SI Bank has timely filed all reports, registrations, statements and other documents, together with any amendments required to be made thereto, that are required to be filed with the Office of the Comptroller of the Currency (the “OCC”B) and the Board of Governors of the Federal Reserve System (the “FRB”), and such reports, registrations and statements as finally amended or corrected, are true and correct, in all material respects, and comply as to form with all Legal Requirements. Except as set forth in Section 5.04B 4.05(B) of the Schedules, there is no unresolved violation, criticism or exception by any Governmental Authority with respect to any report relating to any examination examinations of SIBC BFST or SI Bankany BFST Subsidiary. C. Except as set forth in Section 5.04C (C) None of the Schedules, since December 31, 2010, neither SIBC nor SI BankBFST or its Subsidiaries, or to its knowledgethe Knowledge of BFST, any director, officer, employee, agent or other Person acting on behalf of SIBC BFST or SI Bank any of its Subsidiaries has, directly or indirectly, (i) used any funds of SIBC BFST or SI Bank 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 SIBC BFST or SI Bankany of its Subsidiaries, (iii) violated any provision 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 SIBC BFST or SI Bankany of its Subsidiaries, (v) made any fraudulent entry on the books or records of SIBC BFST or SI Bankany 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 SIBC BFST or SI Bankany of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC BFST or SI Bankany of its Subsidiaries, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury. D. SI Bank (D) Neither BFST nor any of its Subsidiaries is in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any Governmental Authority. (E) b1BANK is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b325.103(b)) ), and “well managed” (as that term is defined is 12 C.F.R. Section 225.2(s)), and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank b1BANK has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change. (F) Except as would not reasonably be expected to have a Material Adverse Change on BFST, BFST and each of its Subsidiaries (i) have all permits, licenses, authorizations, orders, and approvals of, (ii) each has made all filings, applications, and registrations with, all Governmental Authorities that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted and (iii) all such permits, licenses, certificates of authority, orders, and approvals are in full force and effect and, to BFST’s Knowledge, no suspension or cancellation of any of them is threatened. (G) The deposits of b1BANK are insured by the FDIC in accordance with the FDIA to the fullest extent permitted by law, and b1BANK has paid all premiums and assessments that are due and owing and filed all reports required by the FDIA. No proceedings for the revocation or termination of such deposit insurance are pending or, to BFST’s Knowledge, threatened. (H) None of BFST or its Subsidiaries, or to the Knowledge of BFST, any of their respective directors, officers or employees, has disclosed any confidential supervisory information about BFST or b1BANK to TCBI or any of its Subsidiaries, or to any of their respective directors, officers or employees.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A of the Schedules, (a) Oakwood and each of SIBC and SI Bank has its Subsidiaries have complied in all material respects with and is are not in material default or violation under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to Oakwood or any of its Subsidiaries, including, as applicable, the Legal Requirements applicable to itInvestment Advisers Act, including all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Non-deposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans (collectively, “Banking Laws”). Neither SIBC Oakwood nor SI Bank any of its Subsidiaries has had nor suspected any material incidents of fraud or defalcation involving SIBCOakwood, SI Oakwood Bank or any of their respective officers, directors or Affiliates during the last two (2) years. Each To the knowledge of SIBC Oakwood, each of Oakwood and SI Oakwood Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank that are designed to properly monitor monitored transaction activity (including wire transfers). Oakwood Bank is designated as an intermediate small bank for purposes of the Community Reinvestment Act and has a Community Reinvestment Act rating of “needs to improve.” B. Since December 31, 2011, each of SIBC (b) Oakwood and SI Bank has timely its Subsidiaries have filed all reports, registrations, statements registrations and other documentsstatements, together with any amendments required to be made thereto, that are required to be filed with the Office of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (Board, the “FRB”)FDIC, the TDB, or any other Governmental Body having supervisory jurisdiction over Oakwood and its Subsidiaries, and such reports, registrations and statements as finally amended or corrected, are true and correct, correct in all material respects, and comply as to form with all Legal Requirements. Except as set forth for normal examinations conducted by bank regulatory agencies in Section 5.04B the ordinary course of business, no Governmental Body has initiated any Proceeding or, to Oakwood’s knowledge, investigation into the Schedules, there business or operations of Oakwood or its Subsidiaries. There is no material unresolved violation, criticism or exception by any Governmental Authority bank regulatory agency with respect to any report relating to any examination examinations of SIBC Oakwood Bank or SI BankOakwood. Oakwood is “well capitalized” (as that term is defined in 12 C.F.R. § 225.2(r)) and “well managed” (as that term is defined in 12 C.F.R. § 225.2(s)). Oakwood Bank is “well capitalized” (as that term is defined in 12 C.F.R. §325.103(b)(1)). C. Except as set forth in Section 5.04C (c) None of the SchedulesOakwood, since December 31, 2010, neither SIBC nor SI Bankor its Subsidiaries, or to its knowledgethe knowledge of Oakwood, any director, officer, employee, agent or other Person person acting on behalf of SIBC Oakwood or SI Bank any of its Subsidiaries has, directly or indirectly, (i) used any funds of SIBC Oakwood or SI Bank 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 SIBC Oakwood or SI Bankany of its Subsidiaries, (iii) violated any provision 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 SIBC Oakwood or SI Bankany of its Subsidiaries, (v) made any fraudulent entry on the books or records of SIBC Oakwood or SI Bankany of its Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Personperson, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for SIBC Oakwood or SI Bankany of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC Oakwood or SI Bankany of its Subsidiaries, or is currently subject to any United States U.S. sanctions administered by the Office of Foreign Assets Control of the United States U.S. Department of the Treasury. D. SI Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b)) and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A 4.05A of the Schedules, Investar and each of SIBC and SI Bank has its Subsidiaries have complied in all material respects with and is are not in material default or violation under the any Legal Requirements applicable Requirement relating to itInvestar or any of its Subsidiaries, including all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans (collectively, the “Banking Laws”). Neither SIBC nor SI Bank has had material incidents of fraud or defalcation involving SIBC, SI Bank or any of their respective officers, directors or Affiliates during the last two years. Each of SIBC and SI Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank that are designed to properly monitor transaction activity (including wire transfers). B. Since December 31, 2011, each of SIBC and SI Bank has timely filed all reports, registrations, statements and other documents, together with any amendments required to be made thereto, that are required to be filed with the Office of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (the “FRB”), and such reports, registrations and statements as finally amended or corrected, are true and correct, in all material respects, and comply as to form with all Legal Requirements. Except as set forth in Section 5.04B of the Schedules, there is no unresolved violation, criticism or exception by any Governmental Authority with respect to any report relating to any examination of SIBC or SI Bank. C. Except as set forth in Section 5.04C of the Schedules, since December 31, 2010, neither SIBC nor SI Bank, or to its knowledge, any director, officer, employee, agent or other Person acting on behalf of SIBC or SI Bank has, directly or indirectly, (i) used any funds of SIBC or SI Bank 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 SIBC or SI Bank, (iii) violated any provision 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 SIBC or SI Bank, (v) made any fraudulent entry on the books or records of SIBC or SI Bank, 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 SIBC or SI Bank, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC or SI Bank, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury. D. SI Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b)) and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A (a) Bank of the Schedules, each of SIBC and SI Bank York has complied in all material respects with and is not in material default or violation under the Legal Requirements any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to it, including including, without limitation and as applicable, all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment ActAct (“CRA”), the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Act and Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to consumer protection, bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans and all other laws and regulations governing the operations of a federally-insured financial institution (collectively, “Banking Laws”). Neither SIBC Bank of York has neither had nor SI Bank has had suspected any material incidents of fraud or defalcation involving SIBC, SI Bank of York or any of their respective its officers, directors or Affiliates during the last two four years. Each Bank of SIBC and SI Bank York has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank of York that are designed to properly monitor transaction activity (including wire transfers). Bank of York is designated as a small bank for purposes of the CRA and has a CRA rating of “satisfactory.” Bank of York is “well capitalized” as defined by applicable federal regulations as of the date hereof. B. Since December 31, 2011, each (b) Bank of SIBC and SI Bank York has timely filed all reports, registrations, statements registrations and other documentsstatements, together with any amendments required to be made thereto, that are required to be filed with the Office FDIC, the ASBD or any other Governmental Body having supervisory jurisdiction over Bank of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (the “FRB”)York, and such reports, registrations and statements as finally amended or corrected, are true and correct, complete in all material respects, and comply as to form with all Legal Requirements. Except as set forth for customary examinations conducted by bank regulatory agencies in Section 5.04B the ordinary course of business, no Governmental Body has initiated any Proceeding or, to Bank of York’s Knowledge, investigation into the Schedules, there business or operations of Bank of York. There is no unresolved violation, criticism or exception by any Governmental Authority Body with respect to any report relating to any examination examinations of SIBC or SI BankBank of York. C. Except as set forth in Section 5.04C (c) Neither Bank of York, nor to the Schedules, since December 31, 2010, neither SIBC nor SI Bank, or to its knowledgeKnowledge of Bank of York, any director, officer, employee, agent or other Person acting on behalf of SIBC or SI Bank of York has, directly or indirectly, (i) used any funds of SIBC or SI Bank of York 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 SIBC or SI BankBank of York, (iii) violated any provision 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 SIBC or SI BankBank of York, (v) made any fraudulent entry on the books or records of SIBC or SI BankBank of York, 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 SIBC or SI BankBank of York, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC or SI BankBank of York, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury. D. SI Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b)) and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A of the Schedules, (a) Comanche and each of SIBC and SI Bank has its Subsidiaries have complied in all material respects with and is are not in material default or violation under the Legal Requirements any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to itComanche or any of its Subsidiaries, including including, as applicable, all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Non-deposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans (collectively, “Banking Laws”). Neither SIBC Comanche nor SI Bank any of its Subsidiaries has had nor suspected any material incidents of fraud or defalcation involving SIBCComanche, SI Comanche Bank or any of their respective officers, directors or Affiliates during the last two (2) years. Each of SIBC Comanche, CNC Delaware, and SI Comanche Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank that are designed to properly monitor monitored transaction activity (including wire transfers). The Bank is designated as an intermediate small bank for purposes of the Community Reinvestment Act and has a Community Reinvestment Act rating of “satisfactory.” B. Since December 31, 2011, each of SIBC (b) Comanche and SI Bank has timely its Subsidiaries have filed all reports, registrations, statements registrations and other documentsstatements, together with any amendments required to be made thereto, that are required to be filed with the Office of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (Board, the “FRB”)FDIC, the OCC or any other Governmental Body having supervisory jurisdiction over Comanche and its Subsidiaries, and such reports, registrations and statements as finally amended or corrected, are true and correct, correct in all material respects, and comply as to form with all Legal Requirements. Except for normal examinations conducted by bank regulatory agencies in the ordinary course of business or as set forth in Section 5.04B 3.7(b) of the Comanche Disclosure Schedules, there no Governmental Body has initiated any Proceeding or, to Comanche’s knowledge, investigation into the business or operations of Comanche or its Subsidiaries. There is no material unresolved violation, criticism or exception by any Governmental Authority bank regulatory agency with respect to any report relating to any examination examinations of SIBC Comanche Bank or SI BankComanche. Each of Comanche and CNC Delaware is “well-capitalized” (as that term is defined in 12 C.F.R. § 225.2(r)) and “well managed” (as that term is defined is 12 C.F.R. § 225.2(s)). Comanche Bank is an “eligible depository institution” (as that term is defined in 12 C.F.R. § 5.3(h)). C. Except as set forth in Section 5.04C (c) None of the SchedulesComanche, since December 31, 2010, neither SIBC nor SI Bankor its Subsidiaries, or to its knowledgethe knowledge of Comanche, any director, officer, employee, agent or other Person person acting on behalf of SIBC Comanche or SI Bank any of its Subsidiaries has, directly or indirectly, (i) used any funds of SIBC Comanche or SI Bank 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 SIBC Comanche or SI Bankany of its Subsidiaries, (iii) violated any provision 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 SIBC Comanche or SI Bankany of its Subsidiaries, (v) made any fraudulent entry on the books or records of SIBC Comanche or SI Bankany of its Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Personperson, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for SIBC Comanche or SI Bankany of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC Comanche or SI Bankany of its Subsidiaries, or is currently subject to any United States U.S. sanctions administered by the Office of Foreign Assets Control of the United States U.S. Department of the Treasury. D. SI Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b)) and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A of the Schedules, (a) The Company and each of SIBC and SI Bank has its Subsidiaries have complied in all material respects with and is are not in material default or violation under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to the Legal Requirements applicable to itCompany or any of its Subsidiaries, including all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Non-deposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans (collectively, “Banking Laws”). Neither SIBC the Company nor SI the Bank has had nor suspected any material incidents of fraud or defalcation involving SIBCthe Company, SI the Bank or any of their respective officers, directors or Affiliates during the last two years. Each of SIBC the Company and SI the Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank that are designed to properly monitor monitored transaction activity (including wire transfers). The Bank is designated as a intermediate small bank for purposes of the Community Reinvestment Act and has a Community Reinvestment Act rating of “satisfactory.” B. Since December 31, 2011, each of SIBC (b) The Company and SI Bank has timely its Subsidiaries have filed all reports, registrations, statements registrations and other documentsstatements, together with any amendments required to be made thereto, that are required to be filed with the Office of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (Board, the “FRB”)FDIC, the TDB, the OCC or any other Governmental Body having supervisory jurisdiction over the Company and its Subsidiaries, and such reports, registrations and statements as finally amended or corrected, are true and correct, correct in all material respects, and comply as to form with all Legal Requirements. Except for normal examinations conducted by bank regulatory agencies in the ordinary course of business or as set forth in Section 5.04B 3.7(b) of the Disclosure Schedules, there no Governmental Body has initiated any Proceeding or, to the Company’s knowledge, investigation into the business or operations of the Company or its Subsidiaries. There is no material unresolved violation, criticism or exception by any Governmental Authority bank regulatory agency with respect to any report relating to any examination examinations of SIBC the Bank or SI Bankthe Company. C. Except as set forth in Section 5.04C (c) The Company has no knowledge of any fact or circumstance relating to the Company or any of its Subsidiaries that would materially impede or delay receipt of any required regulatory approval of the SchedulesMerger or the other transactions contemplated by this Agreement, since December 31including the Bank Merger. (d) None of the Company, 2010, neither SIBC nor SI Bankor its Subsidiaries, or to its knowledgethe knowledge of the Company, any director, officer, employee, agent or other Person person acting on behalf of SIBC the Company or SI Bank any of its Subsidiaries has, directly or indirectly, (i) used any funds of SIBC the Company or SI Bank 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 SIBC the Company or SI Bankany of its Subsidiaries, (iii) violated any provision 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 SIBC the Company or SI Bankany of its Subsidiaries, (v) made any fraudulent entry on the books or records of SIBC the Company or SI Bankany of its Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Personperson, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for SIBC the Company or SI Bankany of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC the Company or SI Bankany of its Subsidiaries, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury. D. SI Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b)) and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.

Compliance with Laws and Regulatory Filings. A. Except (a) KPL (except as disclosed in Section 5.04A would not have, or be reasonably likely to have, a material effect on CBI or any of the Schedulesits Subsidiaries or CBI Stock), CBI and each of SIBC and SI Bank has CBI’s Subsidiaries have complied in all material respects with and is are not in material default or violation under the Legal Requirements any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to itKPL, including CBI or any of CBI’s Subsidiaries, including, as applicable, all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Non-deposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans (collectively, “Banking Laws”). Neither SIBC Except as set forth on Section 3.7(a) of the CBI Disclosure Schedules, none of KPL (except as would not have, or be reasonably likely to have, a material effect on CBI or any of its Subsidiaries or CBI Stock), CBI nor SI Bank any of CBI’s Subsidiaries has had nor suspected any material incidents of fraud or defalcation involving SIBCCBI, SI Bank CBNV, CSB or any of their respective officers, directors or Affiliates during the last two (2) years. Each of SIBC KPL (except as would not have, or be reasonably likely to have, a material effect on CBI or any of its Subsidiaries or CBI Stock), CBI, CBNV and SI Bank CSB has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank that are designed to properly monitor monitored transaction activity (including wire transfers). CSB is designated as a small bank for purposes of the Community Reinvestment Act and has a Community Reinvestment Act rating of “satisfactory.” B. Since December 31(b) Each of KPL, 2011, each of SIBC CBI and SI Bank has timely CBI’s Subsidiaries have filed all reports, registrations, statements registrations and other documentsstatements, together with any amendments required to be made thereto, that are required to be filed with the Office of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (Board, the “FRB”)FDIC, the NFID, the TDB or any other Governmental Body having supervisory jurisdiction over KPL, CBI and CBI’s Subsidiaries, and such reports, registrations and statements as finally amended or corrected, are true and correct, correct in all material respects, and comply as to form with all Legal Requirements. Except as set forth for normal examinations conducted by bank regulatory agencies in Section 5.04B the ordinary course of business, no Governmental Body has initiated any Proceeding or, to the Schedulesknowledge of CBI and KPL, there investigation into the business or operations of KPL, CBI or CBI’s Subsidiaries. There is no material unresolved violation, criticism or exception by any Governmental Authority bank regulatory agency with respect to any report relating to any examination examinations of SIBC KPL, CBI, CBNV or SI BankCSB. Each of KPL, CBI and CBNV is “well capitalized” (as that term is defined in 12 C.F.R. § 225.2(r)) and “well managed” (as that term is defined is 12 C.F.R. § 225.2(s)). CSB is an “eligible bank” (as that term is defined in 12 C.F.R. § 208.2(e)). C. Except (c) None of KPL (except as set forth in Section 5.04C would not have, or be reasonably likely to have, a material effect on CBI or any of the Schedulesits Subsidiaries or CBI Stock), since December 31, 2010, neither SIBC nor SI BankCBI or CBI’s Subsidiaries, or to its knowledgethe knowledge of KPL and CBI, any director, officer, employee, agent or other Person person acting on behalf of SIBC KPL or SI Bank CBI or any of its Subsidiaries has, directly or indirectly, (i) used any funds of SIBC KPL, CBI or SI Bank any of CBI’s 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 SIBC CBI or SI Bankany of CBI’s Subsidiaries, (iii) violated any provision 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 SIBC KPL, CBI or SI Bankany of CBI’s Subsidiaries, (v) made any fraudulent entry on the books or records of SIBC KPL, CBI or SI Bankany of CBI’s Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Personperson, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for SIBC KPL, CBI or SI Bankany of CBI’s Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC KPL, CBI or SI Bankany of CBI’s Subsidiaries, or is currently subject to any United States U.S. sanctions administered by the Office of Foreign Assets Control of the United States U.S. Department of the Treasury. D. SI Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b)) and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A of the Schedules, each of SIBC and SI Bank (a) TLB has complied in all material respects with and is not in material default or violation under the Legal Requirements any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to itTLB, including including, without limitation and as applicable, all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Act and Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to consumer protection, bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans and all other laws and regulations governing the operations of a federally-insured financial institution (collectively, “Banking Laws”). Neither SIBC TLB has neither had nor SI Bank has had suspected any material incidents of fraud or defalcation involving SIBC, SI Bank TLB or any of their its respective officers, directors or Affiliates during the last two years. Each of SIBC and SI Bank TLB has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank TLB that are designed to properly monitor transaction activity (including wire transfers). TLB is designated as a small bank for purposes of the Community Reinvestment Act and has a Community Reinvestment Act rating of “satisfactory.” B. Since December 31, 2011, each of SIBC and SI Bank (b) TLB has timely filed all reports, registrations, statements registrations and other documentsstatements, together with any amendments required to be made thereto, that are required to be filed with the Office of FDIC, the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (the “FRB”)TDB or any other Governmental Body having supervisory jurisdiction over TLB, and such reports, registrations and statements as finally amended or corrected, are true and correct, correct in all material respects, and comply as to form with all Legal Requirements. Except as set forth for normal examinations conducted by bank regulatory agencies in Section 5.04B the ordinary course of business, no Governmental Body has initiated any Proceeding or, to TLB’s Knowledge, investigation into the Schedules, there business or operations of TLB. There is no unresolved violation, criticism or exception by any Governmental Authority Body with respect to any report relating to any examination examinations of SIBC or SI BankTLB. C. Except as set forth in Section 5.04C (c) TLB has not, and to the Knowledge of the SchedulesTLB, since December 31, 2010, neither SIBC nor SI Bank, or to its knowledge, any no director, officer, employee, agent or other Person acting on behalf of SIBC or SI Bank TLB has, directly or indirectly, (i) used any funds of SIBC or SI Bank TLB 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 SIBC or SI BankTLB, (iii) violated any provision 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 SIBC or SI BankTLB, (v) made any fraudulent entry on the books or records of SIBC or SI BankTLB, 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 SIBC or SI BankTLB, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC or SI BankTLB, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury. D. SI Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b)) and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A of the Schedules, each of SIBC and SI (a) Mainland Bank has complied in all material respects with and is not in material default or violation under the Legal Requirements any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to it, including including, without limitation and as applicable, all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment ActAct (“CRA”), the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Act and Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to consumer protection, bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans and all other laws and regulations governing the operations of a federally-insured financial institution (collectively, “Banking Laws”). Neither SIBC Mainland Bank have neither had nor SI Bank has had suspected any material incidents of fraud or defalcation involving SIBC, SI Mainland Bank or any of their respective its officers, directors or Affiliates during the last two four years. Each of SIBC and SI Mainland Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Mainland Bank that are designed to properly monitor transaction activity (including wire transfers). Mainland Bank is designated as a small bank for purposes of the CRA and has a CRA rating of “satisfactory.” Mainland Bank is “well capitalized” as defined by applicable federal regulations as of the date hereof. B. Since December 31, 2011, each of SIBC and SI (b) Mainland Bank has timely filed all reports, registrations, statements registrations and other documentsstatements, together with any amendments required to be made thereto, that are required to be filed with the Office of FDIC, the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (the “FRB”)TDB or any other Governmental Body having supervisory jurisdiction over Mainland Bank, and such reports, registrations and statements as finally amended or corrected, are true and correct, complete in all material respects, and comply as to form with all Legal Requirements. Except as set forth for customary examinations conducted by bank regulatory agencies in Section 5.04B the ordinary course of business, no Governmental Body has initiated any Proceeding or, to Mainland Bank’s Knowledge, investigation into the Schedules, there business or operations of Mainland Bank. There is no unresolved violation, criticism or exception by any Governmental Authority Body with respect to any report relating to any examination examinations of SIBC or SI Mainland Bank. C. Except as set forth in Section 5.04C of the Schedules, since December 31, 2010, neither SIBC nor SI (c) Neither Mainland Bank, or nor to its knowledgethe Knowledge of Mainland Bank, any director, officer, employee, agent or other Person acting on behalf of SIBC or SI Mainland Bank has, directly or indirectly, (i) used any funds of SIBC or SI Mainland Bank 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 SIBC or SI Mainland Bank, (iii) violated any provision 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 SIBC or SI Mainland Bank, (v) made any fraudulent entry on the books or records of SIBC or SI Mainland Bank, 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 SIBC or SI Mainland Bank, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC or SI Mainland Bank, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury. D. SI Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b)) and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A of the Schedules, BFST and each of SIBC and SI Bank has its Subsidiaries have complied in all material respects with and is are not in material default or violation under the any Legal Requirements applicable Requirement relating to itBFST or any of its Subsidiaries, including all laws related to data protection or privacy, including, without limitation, the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and regulations promulgated thereunder, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans (collectively, the “Banking Laws”). Neither SIBC BFST nor SI Bank has any BFST Subsidiary have had or, to the Knowledge of BFST, suspected any material incidents of fraud or defalcation involving SIBCBFST, SI Bank any BFST Subsidiary or any of their respective officers, directors or Affiliates during the last two years. Each of SIBC and SI Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank that are designed to properly monitor transaction activity (including wire transfers). B. Since December 31, 2011, each of SIBC and SI Bank has timely filed all reports, registrations, statements and other documents, together with any amendments required to be made thereto, that are required to be filed with the Office of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (the “FRB”), and such reports, registrations and statements as finally amended or corrected, are true and correct, in all material respects, and comply as to form with all Legal Requirements. Except as set forth in Section 5.04B 4.05B of the Schedules, there is no unresolved violation, criticism or exception by any Governmental Authority with respect to any report relating to any examination examinations of SIBC BFST or SI Bankany BFST Subsidiary. C. Except as set forth in Section 5.04C None of the Schedules, since December 31, 2010, neither SIBC nor SI BankBFST or its Subsidiaries, or to its knowledgethe Knowledge of BFST, any director, officer, employee, agent or other Person acting on behalf of SIBC BFST or SI Bank any of its Subsidiaries has, directly or indirectly, (i) used any funds of SIBC BFST or SI Bank 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 SIBC BFST or SI Bankany of its Subsidiaries, (iii) violated any provision 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 SIBC BFST or SI Bankany of its Subsidiaries, (v) made any fraudulent entry on the books or records of SIBC BFST or SI Bankany 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 SIBC BFST or SI Bankany of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC BFST or SI Bankany of its Subsidiaries, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury. D. SI Bank Neither BFST nor any of its Subsidiaries is in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any Governmental Authority. E. b1Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b325.103(b)) ), and “well managed” (as that term is defined is 12 C.F.R. Section 225.2(s)), and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank b1Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change. F. Except as would not reasonably be expected to have a Material Adverse Change on BFST, BFST and each of its Subsidiaries (i) have all permits, licenses, authorizations, orders, and approvals of, (ii) each has made all filings, applications, and registrations with, all Governmental Authorities that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted and (iii) all such permits, licenses, certificates of authority, orders, and approvals are in full force and effect and, to BFST’s Knowledge, no suspension or cancellation of any of them is threatened. G. The deposits of b1Bank are insured by the FDIC in accordance with the FDIA to the fullest extent permitted by law, and b1Bank has paid all premiums and assessments that are due and owing and filed all reports required by the FDIA. No proceedings for the revocation or termination of such deposit insurance are pending or, to BFST’s Knowledge, threatened.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A of the Schedules, BFST and each of SIBC and SI Bank has its Subsidiaries have complied in all material respects with and is are not in material default or violation under the any Legal Requirements applicable Requirement relating to itBFST or any of its Subsidiaries, including all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans (collectively, the “Banking Laws”). Neither SIBC nor SI Bank has had material incidents of fraud or defalcation involving SIBC, SI Bank or any of their respective officers, directors or Affiliates during the last two years. Each of SIBC and SI Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank that are designed to properly monitor transaction activity (including wire transfers). B. Since December 31, 2011, each Neither BFST nor any of SIBC and SI Bank has timely filed all reports, registrations, statements and other documents, together with any amendments required to be made thereto, that are required to be filed with the Office of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (the “FRB”), and such reports, registrations and statements as finally amended or corrected, are true and correct, its Subsidiaries is in all material respects, and comply as to form with all Legal Requirements. Except as set forth in Section 5.04B of the Schedules, there is no unresolved violation, criticism or exception by any Governmental Authority default with respect to any report relating to judgment, order, writ, injunction, decree, award, rule or regulation of any examination of SIBC or SI BankGovernmental Authority. C. Except as set forth in Section 5.04C of the Schedules, since December 31, 2010, neither SIBC nor SI Bank, or to its knowledge, any director, officer, employee, agent or other Person acting on behalf of SIBC or SI Bank has, directly or indirectly, (i) used any funds of SIBC or SI Bank 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 SIBC or SI Bank, (iii) violated any provision 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 SIBC or SI Bank, (v) made any fraudulent entry on the books or records of SIBC or SI Bank, 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 SIBC or SI Bank, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC or SI Bank, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury. D. SI BF Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b325.103(b)) ), and “well managed” (as that term is defined is 12 C.F.R. Section 225.2(s)), and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI BF Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A of the Schedules, (a) Beeville and each of SIBC and SI Bank has its Subsidiaries have complied in all material respects with and is are not in material default or violation under the Legal Requirements any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to itBeeville or any of its Subsidiaries, including including, as applicable, all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Non-deposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans (collectively, “Banking Laws”). Neither SIBC Beeville nor SI Bank any of its Subsidiaries has had nor suspected any material incidents of fraud or defalcation involving SIBCBeeville, SI Beeville Bank or any of their respective officers, directors or Affiliates during the last two (2) years. Each of SIBC Beeville and SI Beeville Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank that are designed to properly monitor monitored transaction activity (including wire transfers). The Bank is designated as an intermediate small bank for purposes of the Community Reinvestment Act and has a Community Reinvestment Act rating of “satisfactory.” B. Since December 31, 2011, each of SIBC (b) Beeville and SI Bank has timely its Subsidiaries have filed all reports, registrations, statements registrations and other documentsstatements, together with any amendments required to be made thereto, that are required to be filed with the Office of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (Board, the “FRB”)FDIC, the OCC or any other Governmental Body having supervisory jurisdiction over Beeville and its Subsidiaries, and such reports, registrations and statements as finally amended or corrected, are true and correct, correct in all material respects, and comply as to form with all Legal Requirements. Except for normal examinations conducted by bank regulatory agencies in the ordinary course of business or as set forth in Section 5.04B 3.7(b) of the Beeville Disclosure Schedules, there no Governmental Body has initiated any Proceeding or, to Beeville’s knowledge, investigation into the business or operations of Beeville or its Subsidiaries. There is no material unresolved violation, criticism or exception by any Governmental Authority bank regulatory agency with respect to any report relating to any examination examinations of SIBC Beeville Bank or SI BankBeeville. Beeville is “well capitalized” (as that term is defined in 12 C.F.R. § 225.2(r)) and “well managed” (as that term is defined is 12 C.F.R. § 225.2(s)). Beeville Bank is an “eligible depository institution” (as that term is defined in 12 C.F.R. § 5.3(h)). C. Except as set forth in Section 5.04C (c) None of the SchedulesBeeville, since December 31, 2010, neither SIBC nor SI Bankor its Subsidiaries, or to its knowledgethe knowledge of Beeville, any director, officer, employee, agent or other Person person acting on behalf of SIBC Beeville or SI Bank any of its Subsidiaries has, directly or indirectly, (i) used any funds of SIBC Beeville or SI Bank 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 SIBC Beeville or SI Bankany of its Subsidiaries, (iii) violated any provision 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 SIBC Beeville or SI Bankany of its Subsidiaries, (v) made any fraudulent entry on the books or records of SIBC Beeville or SI Bankany of its Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Personperson, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for SIBC Beeville or SI Bankany of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC Beeville or SI Bankany of its Subsidiaries, or is currently subject to any United States U.S. sanctions administered by the Office of Foreign Assets Control of the United States U.S. Department of the Treasury. D. SI Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b)) and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.

Compliance with Laws and Regulatory Filings. A. Except as disclosed in Section 5.04A of the Schedules, (a) DCB and each of SIBC and SI Bank its Subsidiaries has complied in all material respects with and is not in material default or violation under the Legal Requirements any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to it, including including, without limitation and as applicable, all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act, Act and Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices and any other law relating to consumer protection, bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, sections Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans and all other laws and regulations governing the operations of a federally-insured financial institution (collectively, “Banking Laws”). Neither SIBC DCB and PSB have neither had nor SI Bank has had suspected any material incidents of fraud or defalcation involving SIBCDCB, SI Bank PSB or any of their respective officers, directors or Affiliates during the last two years. Each of SIBC and SI Bank PSB has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to SI Bank PSB that are designed to properly monitor transaction activity (including wire transfers). PSB is designated as a small bank for purposes of the Community Reinvestment Act and has a Community Reinvestment Act rating of “satisfactory.” B. Since December 31, 2011, each (b) Each of SIBC DCB and SI Bank PSB has timely filed all reports, registrations, statements registrations and other documentsstatements, together with any amendments required to be made thereto, that are required to be filed with the Office of Federal Reserve, the Comptroller of FDIC, the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (the “FRB”)TDB or any other Governmental Body having supervisory jurisdiction over either DCB or PSB, and such reports, registrations and statements as finally amended or corrected, are true and correct, complete in all material respects, and comply as to form with all Legal Requirements. Except as set forth for customary examinations conducted by bank regulatory agencies in Section 5.04B the ordinary course of business, no Governmental Body has initiated any Proceeding or, to DCB’s Knowledge, investigation into the Schedules, there business or operations of DCB or any of its Subsidiaries. There is no unresolved violation, criticism or exception by any Governmental Authority Body with respect to any report relating to any examination examinations of SIBC DCB or SI BankPSB. C. Except as set forth in Section 5.04C (c) None of the SchedulesDCB, since December 31, 2010, neither SIBC nor SI Bankor any of its Subsidiaries, or to its knowledgethe Knowledge of DCB, any no director, officer, employee, agent or other Person acting on behalf of SIBC DCB or SI Bank any of its Subsidiaries has, directly or indirectly, (i) used any funds of SIBC DCB or SI Bank 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 SIBC DCB or SI Bankany of its Subsidiaries, (iii) violated any provision 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 SIBC DCB or SI Bankany of its Subsidiaries, (v) made any fraudulent entry on the books or records of SIBC DCB or SI Bankany 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 SIBC DCB or SI Bankany of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for SIBC DCB or SI Bankany of its Subsidiaries, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury. D. SI Bank is “well capitalized” (as that term is defined in 12 C.F.R. Section 165.4(b)) and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” SI Bank has not been informed that its status as “well capitalized,” “well managed” or “satisfactory,” respectively, will change and has no basis for believing that its status will change.