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

Compliance with Laws and Regulatory Filings. (a) BFST and b1BANK 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 Body relating to BFST or b1BANK, including all Banking Laws and Environmental Laws. BFST and b1BANK have neither had nor suspected any material incidents of fraud or defalcation involving BFST, b1BANK or any of their respective officers, directors or Affiliates during the last two (2) years. Each of BFST and b1BANK 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 b1BANK that are designed to properly monitor transaction activity (including wire transfers). b1BANK is designated as an intermediate small institution for purposes of the Community Reinvestment Act. (b) BFST and its Subsidiaries have filed all reports, registrations and statements, together with any amendments required to be made thereto, that are required to be filed with the Federal Reserve Board, the FDIC, the OFI, or any other Governmental Body having supervisory jurisdiction over BFST and its Subsidiaries, and such reports, registrations and statements as finally amended or corrected, are true and correct in all material respects. Except for normal examinations conducted by bank regulatory agencies in the ordinary course of business, no Governmental Body has initiated any Proceeding or, to BFST’s knowledge, an investigation into the business or operations of BFST or its Subsidiaries. There is no material unresolved violation, criticism or exception by any bank regulatory agency with respect to any report relating to any examinations of BFST or b1BANK. BFST 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)). b1BANK is “well capitalized” (as that term is defined in 12 C.F.R. §325.103(b)(1)). (c) There are no Proceedings pending or, to the knowledge of BFST, threatened, against BFST or any of its Subsidiaries by or before any Governmental Body or arbitrator having jurisdiction over Oakwood or any of its Subsidiaries. Neither BFST nor any of its Subsidiaries is subject to a formal or informal agreement, memorandum of understanding, enforcement action with, or any type of financial assistance by, any Governmental Body or arbitrator having jurisdiction over it. BFST has no knowledge of any fact or circumstance relating to BFST or any of its Subsidiaries that would materially impede or delay receipt of any required regulatory approval of the Merger or the other transactions contemplated by this Agreement, including the Bank Merger, nor does BFST have any reason to believe that it will not be able to obtain all requisite regulatory and other approvals or consents which it is required to obtain in a timely manner in order to consummate the Merger and the Bank Merger.

Compliance with Laws and Regulatory Filings. (a) BFST Except as set forth on Schedule 4.10, Guaranty and b1BANK GBT 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 Body relating to BFST Guaranty or b1BANKGBT, including including, without limitation, all Banking Laws and Environmental Laws. BFST Guaranty and b1BANK GBT have neither had nor suspected any material incidents of fraud or defalcation involving BFSTGuaranty, b1BANK GBT or any of their respective officers, directors or Affiliates during the last two (2) years. Each of BFST Guaranty and b1BANK GBT 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 b1BANK GBT that are designed to properly monitor transaction activity (including wire transfers). b1BANK GBT is designated as an intermediate small institution a large bank for purposes of the Community Reinvestment ActAct and has a Community Reinvestment Act rating of “satisfactory.” (b) BFST Guaranty and its Subsidiaries have filed all reports, registrations and statements, together with any amendments required to be made thereto, that are required to be filed with the Federal Reserve Board, the FDIC, Office of the OFI, Comptroller of the Currency or any other Governmental Body having supervisory jurisdiction over BFST Guaranty and its Subsidiaries, and such reports, registrations and statements as finally amended or corrected, are true and correct in all material respects. Except for normal examinations conducted by bank regulatory agencies in the ordinary course of business, no Governmental Body has initiated any Proceeding or, to BFSTGuaranty’s knowledgeKnowledge, an investigation into the business or operations of BFST Guaranty or its Subsidiaries. There is no material unresolved violation, criticism or exception by any bank regulatory agency Governmental Body with respect to any report relating to any examinations of BFST GBT or b1BANK. BFST 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)). b1BANK is “well capitalized” (as that term is defined in 12 C.F.R. §325.103(b)(1))Guaranty. (c) There are no Proceedings pending or, to the knowledge of BFST, threatened, against BFST or any of its Subsidiaries by or before any Governmental Body or arbitrator having jurisdiction over Oakwood or any of its Subsidiaries. Neither BFST nor any of its Subsidiaries is subject to a formal or informal agreement, memorandum of understanding, enforcement action with, or any type of financial assistance by, any Governmental Body or arbitrator having jurisdiction over it. BFST has no knowledge of any fact or circumstance relating to BFST or any of its Subsidiaries that would materially impede or delay receipt of any required regulatory approval of the Merger or the other transactions contemplated by this Agreement, including the Bank Merger, nor does BFST have any reason to believe that it will not be able to obtain all requisite regulatory and other approvals or consents which it is required to obtain in a timely manner in order to consummate the Merger and the Bank Merger.

Compliance with Laws and Regulatory Filings. (a) BFST Guaranty and b1BANK have each of its Subsidiaries has 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 Body relating to BFST or b1BANKGuaranty, including including, without limitation, all Banking Laws and Environmental Laws. BFST and b1BANK have Guaranty has neither had nor suspected any material incidents of fraud or defalcation involving BFST, b1BANK Guaranty or any of their respective officers, directors or Affiliates during the last two (2) years. Each of BFST and b1BANK Guaranty 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 b1BANK GBT that are designed to properly monitor transaction activity (including wire transfers). b1BANK GBT is designated as an intermediate small institution a large bank for purposes of the Community Reinvestment ActAct and has a Community Reinvestment Act rating of “satisfactory.” (b) BFST Guaranty and its Subsidiaries have filed all reports, registrations and statements, together with any amendments required to be made thereto, that are required to be filed with the Federal Reserve Board, the FDIC, the OFI, OCC or any other Governmental Body having supervisory jurisdiction over BFST Guaranty and its Subsidiaries, and such reports, registrations and statements as finally amended or corrected, are true and correct in all material respects. Except for normal examinations conducted by bank regulatory agencies in the ordinary course of business, no Governmental Body has initiated any Proceeding or, to BFSTGuaranty’s knowledgeKnowledge, an investigation into the business or operations of BFST Guaranty or its Subsidiaries. There is no material unresolved violation, criticism or exception by any bank regulatory agency Governmental Body with respect to any report relating to any examinations of BFST or b1BANK. BFST 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)). b1BANK is “well capitalized” (as that term is defined in 12 C.F.R. §325.103(b)(1))Guaranty. (c) There are no Proceedings pending or, to the knowledge of BFST, threatened, against BFST or any of its Subsidiaries by or before any Governmental Body or arbitrator having jurisdiction over Oakwood or any of its Subsidiaries. Neither BFST nor any of its Subsidiaries is subject to a formal or informal agreement, memorandum of understanding, enforcement action with, or any type of financial assistance by, any Governmental Body or arbitrator having jurisdiction over it. BFST has no knowledge of any fact or circumstance relating to BFST or any of its Subsidiaries that would materially impede or delay receipt of any required regulatory approval of the Merger or the other transactions contemplated by this Agreement, including the Bank Merger, nor does BFST have any reason to believe that it will not be able to obtain all requisite regulatory and other approvals or consents which it is required to obtain in a timely manner in order to consummate the Merger and the Bank Merger.

Compliance with Laws and Regulatory Filings. (a) BFST STXB and b1BANK SOTB have materially 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 Body relating to BFST STXB or b1BANKSOTB, including all Banking Laws and Environmental Laws. BFST STXB and b1BANK SOTB have neither had nor suspected any material incidents of fraud or defalcation involving BFSTSTXB, b1BANK SOTB or any of their respective officers, directors or Affiliates during the last two (2) years. Each of BFST STXB and b1BANK SOTB has timely and properly filed and materially 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 b1BANK SOTB that are designed to properly monitor transaction activity (including wire transfers). b1BANK SOTB is designated as an intermediate small institution for purposes of the Community Reinvestment ActAct and has a Community Reinvestment Act rating of “satisfactory.” (b) BFST STXB and its Subsidiaries have filed all reports, registrations and statements, together with any amendments required to be made thereto, that are required to be filed with the Federal Reserve Board, the FDICTDSML, the OFI, FDIC or any other Governmental Body having supervisory jurisdiction over BFST STXB and its Subsidiaries, and such reports, registrations and statements as finally amended or corrected, are materially true and correct in all material respectscorrect. Except for normal examinations conducted by bank regulatory agencies in the ordinary course of business, no Governmental Body has initiated any Proceeding or, to BFSTSTXB’s knowledge, an investigation into the business or operations of BFST STXB or its Subsidiaries. There is no material unresolved violation, criticism or exception by any bank regulatory agency with respect to any report relating to any examinations of BFST STXB or b1BANKSOTB. BFST STXB 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)). b1BANK SOTB is an “well capitalizedeligible depository institution” (as that term is defined in 12 C.F.R. §325.103(b)(1§ 303.2(r)). (c) There are no Proceedings pending or, to the knowledge of BFSTSTXB, threatened, against BFST STXB or any of its Subsidiaries by or before any Governmental Body or arbitrator having jurisdiction over Oakwood STXB or any of its Subsidiaries. Neither BFST STXB nor any of its Subsidiaries is subject to a formal or informal agreement, memorandum of understanding, enforcement action with, or any type of financial assistance by, any Governmental Body or arbitrator having jurisdiction over it. BFST STXB has no knowledge of any fact or circumstance relating to BFST STXB or any of its Subsidiaries that would materially impede or delay receipt of any required regulatory approval of the Merger or the other transactions contemplated by this Agreement, including the Second Merger and the Bank Merger, nor does BFST STXB have any reason to believe that it will not be able to obtain all requisite regulatory and other approvals or consents which it is required to obtain in a timely manner in order to consummate the Merger, the Second Merger and the Bank Merger.

Compliance with Laws and Regulatory Filings. (a) BFST A. Except as disclosed in Section 3.04A of the Schedules, MBI and b1BANK have each of its Subsidiaries has complied in all material respects with and are is not in material default or violation under any the Legal Requirements applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to BFST or b1BANKit, including all Banking Laws and Environmental Laws. BFST and b1BANK have neither Neither MBI nor any of its Subsidiaries has had nor suspected any material incidents of fraud or defalcation involving BFSTMBI, b1BANK any of its Subsidiaries or any of their respective officers, directors or Affiliates during the last two (2) years. Each of BFST MBI and b1BANK MBL 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 b1BANK that are designed to properly monitor transaction activity (including wire transfers). b1BANK is designated as an intermediate small institution for purposes of the Community Reinvestment Act. (b) BFST B. Since December 31, 2014, each of MBI and its Subsidiaries have MBL Bank has timely filed all reports, registrations registrations, statements and statementsother documents, together with any amendments required to be made thereto, that are required to be filed with the Federal Reserve BoardDeposit Insurance Corporation (the “FDIC”), the FDIC, Louisiana Office of Financial Institutions (the “OFI, or any other Governmental Body having supervisory jurisdiction over BFST ”) and its Subsidiariesthe 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 correct, in all material respects, and comply as to form with all Legal Requirements. Except for normal examinations conducted by bank regulatory agencies as set forth in Section 3.04B of the ordinary course of businessSchedules, no Governmental Body has initiated any Proceeding or, to BFST’s knowledge, an investigation into the business or operations of BFST or its Subsidiaries. There there is no material unresolved violation, criticism or exception by any bank regulatory agency Governmental Authority with respect to any report relating to any examinations examination of BFST MBI or b1BANK. BFST MBL Bank. C. Except as set forth in Section 3.04C of the Schedules, since December 31, 2014, neither MBI nor any of its Subsidiaries, or director, officer, employee, agent or other Person acting on behalf of MBI or any of its Subsidiaries has, directly or indirectly, (i) used any funds of MBI 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 MBI or any 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 MBI or any of its Subsidiaries, (v) made any fraudulent entry on the books or records of MBI 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 MBI or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for MBI 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 Department of the Treasury. D. MBL Bank is “well capitalized” (as that term is defined in 12 C.F.R. § 225.2(rSection 325.103(b)) and its Community Reinvestment Act of 1977 rating is no less than “well managedsatisfactory.” (as that term is defined in 12 C.F.R. § 225.2(s)). b1BANK is “well capitalized” (as that term is defined in 12 C.F.R. §325.103(b)(1)). (c) There are no Proceedings pending or, to the knowledge of BFST, threatened, against BFST or any of its Subsidiaries by or before any Governmental Body or arbitrator having jurisdiction over Oakwood or any of its Subsidiaries. Neither BFST nor any of its Subsidiaries is subject to a formal or informal agreement, memorandum of understanding, enforcement action with, or any type of financial assistance by, any Governmental Body or arbitrator having jurisdiction over it. BFST has no knowledge MBL Bank does not have Knowledge of any fact or circumstance relating to BFST that would, or would be reasonably likely to, prevent the transaction from receiving expedited treatment from federal banking regulators under 12 C.F.R. Section 225.14, and has not been informed by any of those regulators that its Subsidiaries that would materially impede or delay receipt of any required regulatory approval of the Merger or the other transactions contemplated by this Agreement, including the Bank Merger, nor does BFST have any reason to believe that it status will not be able to obtain all requisite regulatory and other approvals or consents which it is required to obtain in a timely manner in order to consummate the Merger and the Bank Mergerchange.

Compliance with Laws and Regulatory Filings. (a) BFST Allegiance and b1BANK Allegiance Bank 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 Body relating to BFST Allegiance or b1BANKAllegiance Bank, including all Banking Laws and Environmental Laws. BFST Allegiance and b1BANK Allegiance Bank have neither had nor suspected any material incidents of fraud or defalcation involving BFSTAllegiance, b1BANK Allegiance Bank or any of their respective officers, directors or Affiliates during the last two (2) years. Each of BFST Allegiance and b1BANK Allegiance 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 b1BANK Allegiance Bank that are designed to properly monitor transaction activity (including wire transfers). b1BANK Allegiance Bank is designated as an intermediate small institution a large bank for purposes of the Community Reinvestment ActAct and has a Community Reinvestment Act rating of “satisfactory.” (b) BFST Allegiance and its Subsidiaries have filed all reports, registrations and statements, together with any amendments required to be made thereto, that are required to be filed with the Federal Reserve Board, the FDIC, the OFI, TDB or any other Governmental Body having supervisory jurisdiction over BFST Allegiance and its Subsidiaries, and such reports, registrations and statements as finally amended or corrected, are true and correct in all material respects. Except for normal examinations conducted by bank regulatory agencies in the ordinary course of business, no Governmental Body has initiated any Proceeding or, to BFSTAllegiance’s knowledge, an investigation into the business or operations of BFST Allegiance or its Subsidiaries. There is no material unresolved violation, criticism or exception by any bank regulatory agency with respect to any report relating to any examinations of BFST Allegiance or b1BANK. BFST 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)). b1BANK is “well capitalized” (as that term is defined in 12 C.F.R. §325.103(b)(1))Allegiance Bank. (c) There are no Proceedings pending or, to the knowledge of BFST, threatened, against BFST or any of its Subsidiaries by or before any Governmental Body or arbitrator having jurisdiction over Oakwood or any of its Subsidiaries. Neither BFST nor any of its Subsidiaries is subject to a formal or informal agreement, memorandum of understanding, enforcement action with, or any type of financial assistance by, any Governmental Body or arbitrator having jurisdiction over it. BFST Allegiance has no knowledge of any fact or circumstance relating to BFST Allegiance or any of its Subsidiaries that would materially impede or delay receipt of any required regulatory approval of the Merger or the other transactions contemplated by this Agreement, including the Bank Merger, nor does BFST Allegiance have any reason to believe that it will not be able to obtain all requisite regulatory and other approvals or consents which it is required to obtain in a timely manner in order to consummate the Merger and the Bank Merger.

Compliance with Laws and Regulatory Filings. (a) BFST A. Except as disclosed in Section 5.04A of the Schedules, RSBI and b1BANK 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 Body relating to BFST or b1BANK, including all Banking Laws and Environmental Laws. BFST and b1BANK Neither RSBI nor Richland State Bank have neither had nor or suspected any material incidents of fraud or defalcation involving BFSTRSBI, b1BANK Richland State Bank or any of their respective officers, directors or Affiliates during the last two (2) years. Each of BFST RSBI and b1BANK Richland State 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 b1BANK Richland State Bank that are designed to properly monitor transaction activity (including wire transfers). b1BANK is designated as an intermediate small institution for purposes of the Community Reinvestment Act. (b) BFST B. RSBI and its Subsidiaries have filed all reports, registrations and statements, together with any amendments required to be made thereto, that are required to be filed with the Federal Reserve Board, the FDIC, the OFI, or any other all Governmental Body Authorities having supervisory jurisdiction over BFST RSBI and its Subsidiaries, and such reports, registrations and statements as finally amended or corrected, are true and correct in all material respects. Except for normal examinations conducted by bank regulatory agencies as set forth in Section 5.04B of the ordinary course of businessSchedules, no Governmental Body has initiated any Proceeding or, to BFST’s knowledge, an investigation into the business or operations of BFST or its Subsidiaries. There there is no material unresolved violation, criticism or exception by any bank regulatory agency with respect to any report relating to any examinations of BFST RSBI or b1BANK. BFST Richland State Bank. C. None of RSBI or its Subsidiaries, or to the Knowledge of RSBI, any director, officer, employee, agent or other Person acting on behalf of RSBI or any of its Subsidiaries has, directly or indirectly, (i) used any funds of RSBI 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 RSBI or any 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 RSBI or any of its Subsidiaries, (v) made any fraudulent entry on the books or records of RSBI 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 RSBI or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for RSBI 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 Department of the Treasury. D. Richland State Bank is “well capitalized” (as that term is defined in 12 C.F.R. § 225.2(rSection 325.103(b)) ), and “well managed” (as that term is defined in is 12 C.F.R. § Section 225.2(s)). b1BANK , and its Community Reinvestment Act of 1977 rating is no less than “satisfactory.” Richland State Bank has not been informed that its status as “well capitalized,” (as that term is defined in 12 C.F.R. §325.103(b)(1)). (c) There are no Proceedings pending or“well managed” or “satisfactory,” respectively, to the knowledge of BFST, threatened, against BFST or any of its Subsidiaries by or before any Governmental Body or arbitrator having jurisdiction over Oakwood or any of its Subsidiaries. Neither BFST nor any of its Subsidiaries is subject to a formal or informal agreement, memorandum of understanding, enforcement action with, or any type of financial assistance by, any Governmental Body or arbitrator having jurisdiction over it. BFST will change and has no knowledge of any fact or circumstance relating to BFST or any of basis for believing that its Subsidiaries that would materially impede or delay receipt of any required regulatory approval of the Merger or the other transactions contemplated by this Agreement, including the Bank Merger, nor does BFST have any reason to believe that it status will not be able to obtain all requisite regulatory and other approvals or consents which it is required to obtain in a timely manner in order to consummate the Merger and the Bank Mergerchange.

Compliance with Laws and Regulatory Filings. (aA) BFST Except as disclosed in Section 3.04(A) of the Schedules, CFG and b1BANK have each of its Subsidiaries has complied in all material respects with and are is not in material default or violation under any the Legal Requirements applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to BFST or b1BANKit, including all Banking Laws and Environmental Laws. BFST and b1BANK have neither Neither CFG nor any of its Subsidiaries has had nor suspected any material incidents of fraud or defalcation involving BFSTCFG, b1BANK any of its Subsidiaries or any of their respective officers, directors or Affiliates during the last two (2) years. Each of BFST CFG and b1BANK Cheaha 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 b1BANK that are designed to properly monitor transaction activity (including wire transfers)activity. b1BANK is designated as an intermediate small institution for purposes To CFG’s Knowledge, each of the Community Reinvestment ActCFG and Cheaha Bank in all material respects has timely and properly filed all requisite Suspicious Activity Reports. (bB) BFST Each of CFG and its Subsidiaries have Cheaha Bank has timely filed all reports, registrations registrations, statements and statementsother documents, together with any amendments required to be made thereto, that are required to be filed with the Federal Reserve BoardDeposit Insurance Corporation (the “FDIC”), the FDIC, Alabama State Banking Department (the OFI, or any other Governmental Body having supervisory jurisdiction over BFST “ASBD”) and its Subsidiariesthe 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 correct, in all material respects. Except for normal examinations conducted by bank regulatory agencies in the ordinary course of business, no Governmental Body has initiated any Proceeding or, and comply as to BFST’s knowledge, an investigation into the business or operations of BFST or its Subsidiariesform with all Legal Requirements. There is no material unresolved violation, criticism or exception by any bank regulatory agency Governmental Authority with respect to any report relating to any examinations examination of BFST CFG or b1BANK. BFST Cheaha Bank. (C) Except as set forth in Section 3.04(C) of the Schedules, neither CFG nor any of its Subsidiaries, or, to CFG’s Knowledge, director, officer, employee, agent or other Person acting on behalf of CFG or any of its Subsidiaries has, directly or indirectly, (i) used any funds of CFG 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 CFG or any 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 CFG or any of its Subsidiaries, (v) made any fraudulent entry on the books or records of CFG 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 CFG or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for CFG 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 Department of the Treasury. (D) Cheaha Bank is “well capitalized” (as that term defined by applicable federal banking regulations, and its Community Reinvestment Act of 1977 rating is defined in 12 C.F.R. § 225.2(r)) and no less than “well managedsatisfactory.” (as that term is defined in 12 C.F.R. § 225.2(s)). b1BANK is “well capitalized” (as that term is defined in 12 C.F.R. §325.103(b)(1)). (c) There are no Proceedings pending or, to the knowledge of BFST, threatened, against BFST or Cheaha Bank has not been informed by any of its Subsidiaries by or before any Governmental Body or arbitrator having jurisdiction over Oakwood or any of banking regulators that its Subsidiaries. Neither BFST nor any of its Subsidiaries is subject to a formal or informal agreement, memorandum of understanding, enforcement action with, or any type of financial assistance by, any Governmental Body or arbitrator having jurisdiction over it. BFST has no knowledge of any fact or circumstance relating to BFST or any of its Subsidiaries that would materially impede or delay receipt of any required regulatory approval of the Merger or the other transactions contemplated by this Agreement, including the Bank Merger, nor does BFST have any reason to believe that it status will not be able to obtain all requisite regulatory and other approvals or consents which it is required to obtain in a timely manner in order to consummate the Merger and the Bank Mergerchange.