Common use of Compliance with Permits, Laws and Orders Clause in Contracts

Compliance with Permits, Laws and Orders. (i) Each of the Seller Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that Seller or any of its Subsidiaries is in Default under any of the Permits, Laws, or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect effect, and have at all times since January 1, 2011 (or, in the case of Itaú Colombia, since its incorporation) held in effect, all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease, lease or operate its material assets and to carry on its business as now conductedconducted (and has paid all fees and assessments due and payable in connection therewith), and there no Default has occurred no Default and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws. (iii) None Since January 1, 2011, neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforcesOrders, (B) threatening to revoke any Permits, Permits or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal written supervisory or other agreement, consent decree, directive, commitment, commitment or memorandum of understanding, understanding or (y) to adopt any policy, procedure or resolution of its board Board of directors Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing. (iv) There (A) is no unresolved violation, criticism, or exception violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller it or any of its Subsidiaries, Subsidiaries and (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since January 1, 2010. (v) It and each of its inceptionSubsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account. (Cvi) is not None of it or its Subsidiaries has, directly or indirectly, (i) used any pending orfunds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to Seller’s Knowledgepolitical activity, threatened, nor has (ii) made any Governmental Authority indicated an intention unlawful payment to conduct any, investigation, foreign domestic governmental officials or review employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries. , (viii) None established or maintained any unlawful fund of the Seller Entities nor monies or other assets of it or any of its directors, officers, employees, Subsidiaries or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1iv) using any corporate funds for made any unlawful contribution, gift, entertainment, bribe or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign Person, private or domestic government official public, regardless of form, whether in money, property or employee from corporate fundsservices, (3) violating in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any provision of the Foreign Corrupt Practices Act its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful paymentits Subsidiaries. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its material assets and to carry on its business as now conducted, conducted and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (ii) Neither it nor any of its Subsidiaries is in Default under any Laws or Orders applicable to it, its business or employees conducting its business, including the Xxxxxxxx-Xxxxx Act of 2002, the USA PATRIOT Act of 2001 and other applicable federal, state and foreign anti-money laundering and sanctions Laws. Each of its Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “satisfactory” or better. (iii) None Since January 1, 2003, neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforcesOrders, (B) threatening to revoke any Permits, or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal written agreement, consent decree, directive, commitment, commitment or memorandum of understanding, or (y) to adopt any policy, procedure or resolution of its board Board of directors Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, or (D) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, Federal Deposit Insurance Corporation deposit insurance, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller it or any of its Subsidiaries, Subsidiaries and (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionJanuary 1, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries2003. (v) None of the Seller Entities nor any of its directorsThere is no Order, officers, employeescircumstance or condition relevant or applicable to it that would prevent, or Representatives acting is reasonably likely to prevent, Newco from satisfying the criteria for “financial holding company” status under the BHC Act or which would otherwise reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for Newco after the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful paymentEffective Time. (vi) Each Seller Entity It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state, federal and foreign Law. None of it, any of its Subsidiaries, or any of its or its Subsidiaries’ directors, officers or employees, has complied in all material respects committed any breach of trust or fiduciary duty with all requirements of Law under the Bank Secrecy Act respect to any such fiduciary account, and the USA Patriot Act, accountings for each such fiduciary account are true and each Seller Entity has timely filed all reports correct and accurately reflect the assets and results of suspicious activity, including those required under 12 C.F.R. § 353.3such fiduciary account.

Compliance with Permits, Laws and Orders. (i) Each of the Seller Buyer Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conductedconducted (except for such failures which are not reasonably likely to have a Buyer Material Adverse Effect), and there has occurred no material Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) . None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Seller Buyer Entities has received any notification or communication from any Governmental Authority (A) asserting that Seller Buyer or any of its Subsidiaries is in Default under any of the Permits, Laws, or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller Buyer or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (ii) Each Buyer Entity is in compliance in all material respects with and is not in material default or violation under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Authority relating to the Buyer Entities, or their respective assets, properties, operations or employees, 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 and Regulation X, 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. Each Buyer Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. State Bank has a Community Reinvestment Act rating of “satisfactory” or better. Without limitation, no Buyer Entity, or to the knowledge of Buyer, any director, officer, employee, agent or other person acting on behalf of any Buyer Entity has, directly or indirectly, (a) used any funds of a Buyer Entity for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of a Buyer Entity, (c) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (d) established or maintained any unlawful fund of monies or other assets of a Buyer Entity, (e) made any fraudulent entry on the books or records of a Buyer Entity, or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business or to obtain special concessions for a Buyer Entity, to pay for favorable treatment for business secured or to pay for special concessions already obtained for a Buyer Entity, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department. (iii) Buyer and each insured depository Subsidiary of Buyer is “well-capitalized” (as that term is defined at 12 C.F.R. 6.4(b)(1) or the relevant regulation of the institution’s primary federal bank regulator), and “well managed” (as that term is defined at 12 C.F.R. 225.2(s)). Neither Buyer nor any Buyer Entity has been informed that its status as “well-capitalized,” or “well-managed” will change within one year. All deposit liabilities of Buyer and its Subsidiaries are insured by the Federal Deposit Insurance Corporation to the fullest extent under the law. Buyer and its Subsidiaries have each met all conditions of such insurance, including timely payment of its premiums. (iv) There Except for such items which are not reasonably likely to have a Buyer Material Adverse Effect, there (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Buyer or any of its Subsidiaries, (B) are no notices or correspondence received by Seller Buyer with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to SellerBuyer’s or any of SellerBuyer’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to SellerBuyer’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect effect, and have at all times since January 1, 2011 held in effect, all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease, lease or operate its material assets and to carry on its business as now conductedconducted (and has paid all fees and assessments due and payable in connection therewith), and there no Default has occurred no Default and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws. (iii) None Since January 1, 2011, neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforcesOrders, (B) threatening to revoke any Permits, Permits or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal written supervisory or other agreement, consent decree, directive, commitment, commitment or memorandum of understanding, understanding or (y) to adopt any policy, procedure or resolution of its board Board of directors Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing. (iv) There (A) is no unresolved violation, criticism, or exception violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller it or any of its Subsidiaries, Subsidiaries and (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since January 1, 2010. (v) It and each of its inceptionSubsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account. (Cvi) is not None of it or its Subsidiaries has, directly or indirectly, (i) used any pending orfunds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to Seller’s Knowledgepolitical activity, threatened, nor has (ii) made any Governmental Authority indicated an intention unlawful payment to conduct any, investigation, foreign domestic governmental officials or review employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries. , (viii) None established or maintained any unlawful fund of the Seller Entities nor monies or other assets of it or any of its directors, officers, employees, Subsidiaries or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1iv) using any corporate funds for made any unlawful contribution, gift, entertainment, bribe or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign Person, private or domestic government official public, regardless of form, whether in money, property or employee from corporate fundsservices, (3) violating in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any provision of the Foreign Corrupt Practices Act its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful paymentits Subsidiaries. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each of the Seller Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conductedconducted (except for such failures which are not reasonably likely to have a Seller Material Adverse Effect), and there has occurred no material Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) . None of the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that any Seller or any of its Subsidiaries Entity is in Default under any of the Permits, Laws, or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring any Seller or any of its Subsidiaries Entity (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (ii) Except as disclosed in Section 3.13(b) of the Seller Disclosure Memorandum, each Seller Entity is in compliance in all material respects with and is not in material default or violation under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Authority relating to the Seller Entities, or their respective assets, properties, operations or employees, 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 and Regulation X, 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. Each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. First Bank has a Community Reinvestment Act rating of “satisfactory” or better. Without limitation, no Seller Entity, or to the knowledge of Seller, any director, officer, employee, agent or other person acting on behalf of any Seller Entity has, directly or indirectly, (a) used any funds of a Seller Entity for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of a Seller Entity, (c) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (d) established or maintained any unlawful fund of monies or other assets of a Seller Entity, (e) made any fraudulent entry on the books or records of a Seller Entity, or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business or to obtain special concessions for a Seller Entity, to pay for favorable treatment for business secured or to pay for special concessions already obtained for a Seller Entity, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department. (iii) Seller and each insured depository Subsidiary of Seller is “well-capitalized” (as that term is defined at 12 C.F.R. 6.4(b)(1) or the relevant regulation of the institution’s primary federal bank regulator), and “well managed” (as that term is defined at 12 C.F.R. 225.2(s)). Neither Seller nor any Seller Entity has been informed that its status as “well-capitalized,” or “well-managed” will change within one year. All deposit liabilities of Seller and its Subsidiaries are insured by the Federal Deposit Insurance Corporation to the fullest extent under the law. Seller and its Subsidiaries have met all conditions of such insurance, including timely payment of its premiums. (iv) There Except for such items which are not reasonably likely to have a Seller Material Adverse Effect, there (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each To the Seller’s Knowledge, each of the Seller Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None To the Seller’s Knowledge, none of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that the Seller or any of its Subsidiaries is in Default under any of the Permits, Laws, or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring the Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Seller or any of its Subsidiaries, (B) are no notices or correspondence received by the Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to the Seller’s or any of the Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to the Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each of the Seller Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Except as disclosed in Section 4.13 of the Seller Disclosure Memorandum, none of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None Except as disclosed in Section 4.13 of the Seller Disclosure Memorandum, none of the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that Seller or any of its Subsidiaries is in Default under any of the Permits, Laws, or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There Except as disclosed in Section 4.13 of the Seller Disclosure Memorandum, there (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s 's or any of Seller’s 's Subsidiaries’ ' business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Seller’s 's Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activityactivity and currency transaction reports, including those required under 12 C.F.R. § 353.321.11, and with all suggestions and recommendations for compliance from Regulatory Authorities specifically addressed to Seller or Bank.

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect effect, and have at all times since January 1, 2011 held in effect, all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease, lease or operate its material assets and to carry on its business as now conductedconducted (and has paid all fees and assessments due and payable in connection therewith), and there no Default has occurred no Default and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws. (iii) None Since January 1, 2011, neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforcesOrders, (B) threatening to revoke any Permits, Permits or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal written supervisory or other agreement, consent decree, directive, commitment, commitment or memorandum of understanding, understanding or (y) to adopt any policy, procedure or resolution of its board Board of directors Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing. (iv) There (A) is no unresolved violation, criticism, or exception violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller it or any of its Subsidiaries, Subsidiaries and (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since January 1, 2010. (v) It and each of its inceptionSubsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account. (Cvi) is not None of it or its Subsidiaries has, directly or indirectly, (i) used any pending orfunds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to Seller’s Knowledgepolitical activity, threatened, nor has (ii) made any Governmental Authority indicated an intention unlawful payment to conduct any, investigation, foreign domestic governmental officials or review employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries. , (viii) None established or maintained any unlawful fund of the Seller Entities nor monies or other assets of it or any of its directors, officers, employees, Subsidiaries or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1iv) using any corporate funds for made any unlawful contribution, gift, entertainment, bribe or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign Person, private or domestic government official public, regardless of form, whether in money, property or employee from corporate fundsservices, (3) violating in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any provision of the Foreign Corrupt Practices Act its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful paymentits Subsidiaries. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each Professional and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it to own, lease, lease or operate its properties and assets and to carry on its business as now conducted, conducted (and has paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses business or employees conducting their respective businesses. (ii) None Neither Professional nor any of the Seller Entities its Subsidiaries is and has not since December 31, 2016, been in Default under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of Professional or any of its Subsidiaries knows of any reason why all Regulatory Consents required for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, should not be obtained on a timely basis. (iii) None Neither Professional nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller Professional or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits, or (C) requiring Seller or advising that it may require Professional or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) Professional and each of its Subsidiaries are and, at all times since December 31, 2018, have been, in material compliance with all Laws applicable to their business, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Sxxxxxxx-Xxxxx Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices. (v) Neither Professional nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2018, a recipient of any supervisory letter from, or since December 31, 2018, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Professional or any of its Subsidiaries been advised in writing or, to the Knowledge of Professional, orally, since December 31, 2018, by any Regulatory Authority or other Governmental Authority that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement. (vi) There (A) is no written, or to the Knowledge of Professional, oral unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Professional or any of its Subsidiaries, (B) are have been no notices written, or correspondence received by Seller with respect to the Knowledge of Professional, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, 2018, and (C) is not any pending or, to Seller’s Knowledgethe Knowledge of Professional, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it Professional or any of its Subsidiaries. (vvii) None Neither Professional nor the Bank (nor, to the Knowledge of the Seller Entities nor Professional, any of its their respective directors, executives, officers, employees, employees or Representatives acting on its behalf Representatives) (A) has offered, paid, used or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity Except as required by the Bank Secrecy Act, to the Knowledge of Professional, no employee of Professional or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Professional or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Professional nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Professional or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Professional or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 2018, Professional and each of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that Professional and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Professional and each of its Subsidiaries since December 31, 2018, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Professional and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (x) The Bank is not authorized to act in any capacity as a corporate fiduciary. (xi) Professional is, in all material respects, in compliance with any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of Professional, consistent with guidance issued by applicable federal, state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”). (xii) To the extent that Professional has originated or otherwise participated in any program or benefit created or modified by the CARES Act, including but not limited to the Paycheck Protection Program (“PPP”), it has done such in good faith and in compliance in all material respects with all Laws governing such program, including but not limited to all regulations and guidance issued by the SBA with the respect to loans originated pursuant to or in association with the PPP. Professional has not originated any loan under the PPP to any Insider, as the term is defined under Regulation O (12 C.F.R. Part 215). (xiii) Professional maintains a written information privacy and security program and organizational, physical, administrative and technical measures regarding privacy, cyber security and data security (collectively, “Privacy and Security Policies”) that are commercially reasonable and that comply in all material respects with (i) all requirements of all applicable laws relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), encryption, disposal, destruction, disclosure or transfer (collectively, “Processing”) of Personal Data (as defined below), (ii) all of Professional’s and each of its Subsidiaries’ policies and notices regarding Personal Data, and (iii) all of Professional’s and each of its Subsidiaries’ contractual obligations with respect to the Processing of Personal Data (collectively, “Data Protection Requirements”). Professional maintains reasonable measures to protect the privacy, confidentiality and security of all information that identifies, could be used to identify or is otherwise associated with an individual person or device or is otherwise covered by any “personal information” or similar definition under applicable law (e.g., “personal data,” “personally identifiable information” or “IIPI) (collectively “Personal Data”) against any (i) unauthorized access, loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”). Professional has not experienced any Security Breach that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Professional or require a report to a Regulatory Agency. Within the three (3) year period prior to the date hereof, Professional and each of its Subsidiaries has (i) complied in all material respects with all requirements of Law under the Bank Secrecy Act their respective Privacy and the USA Patriot ActSecurity Policies and applicable Data Protection Requirements, and each Seller Entity has timely filed all reports (ii) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of suspicious activityPersonal Data. To the Knowledge of Professional, including those required under 12 C.F.R. § 353.3there are no data security or other technological vulnerabilities with respect to its information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Professional.

Compliance with Permits, Laws and Orders. (i) Each Sabal Palm and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it to own, lease, lease or operate its properties and assets and to carry on its business as now conducted, conducted (and has paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses business or employees conducting their respective businesses. (ii) None Neither Sabal Palm nor any of the Seller Entities its Subsidiaries is and has not since December 31, 2016, been in Default under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of Sabal Palm or any of its Subsidiaries knows of any reason why all Regulatory Consents required for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, should not be obtained on a timely basis. (iii) None Neither Sabal Palm nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller Sabal Palm or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits, or (C) requiring Seller or advising that it may require Sabal Palm or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) Sabal Palm and each of its Subsidiaries are and, at all times since December 31, 2016, have been, in compliance with all Laws applicable to their business, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices. (v) Neither Sabal Palm nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2016, a recipient of any supervisory letter from, or since December 31, 2016, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Sabal Palm or any of its Subsidiaries been advised in writing or, to the Knowledge of Sabal Palm, orally, since December 31, 2016, by any Regulatory Authority or other Governmental Authority that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement. (vi) There (A) is no written, or to the Knowledge of Sabal Palm, oral unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Sabal Palm or any of its Subsidiaries, (B) are have been no notices written, or correspondence received by Seller with respect to the Knowledge of Sabal Palm, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, 2015, and (C) is not any pending or, to Seller’s Knowledgethe Knowledge of Sabal Palm, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it Sabal Palm or any of its Subsidiaries. (vvii) None Neither Sabal Palm, the Bank (nor to the Knowledge of the Seller Entities nor Sabal Palm any of its their respective directors, executives, officers, employees, employees or Representatives acting on its behalf Representatives) (A) has offered, paid, used or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity Except as required by the Bank Secrecy Act, to the Knowledge of Sabal Palm, no employee of Sabal Palm or any Subsidiary has complied provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Sabal Palm or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Sabal Palm nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Sabal Palm or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Sabal Palm or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 2016, Sabal Palm and each of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that Sabal Palm and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Sabal Palm and each of its Subsidiaries since December 31, 2016, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Sabal Palm and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (x) The Bank is not authorized to act in any capacity as a corporate fiduciary. (xi) Sabal Palm is, in all material respects, in compliance with any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of Sabal Palm, consistent with guidance issued by applicable federal, state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”). (xii) To the extent that Sabal Palm has originated or otherwise participated in any program or benefit created or modified by the CARES Act, including but not limited to the Paycheck Protection Program (“PPP”), it has done such in good faith and in compliance in all material respects with all requirements of Law Laws governing such program, including but not limited to all regulations and guidance issued by the SBA with the respect to loans originated pursuant to or in association with the PPP. Sabal Palm has not originated any loan under the Bank Secrecy Act and PPP to any Insider, as the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required term is defined under Regulation O (12 C.F.R. § 353.3Part 215).

Compliance with Permits, Laws and Orders. (i) Each Business Bank and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it to own, lease, lease or operate its properties and assets and to carry on its business as now conducted, conducted (and has paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses business or employees conducting their respective businesses. (ii) None Neither Business Bank nor any of the Seller Entities is its Subsidiaries are and have not since December 31, 2016, been in Default under any Laws or Orders applicable to its their business or employees conducting its their business. (iii) None Neither Business Bank nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller Business Bank or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits, or (C) requiring Seller or advising that it may require Business Bank or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) Business Bank and each of its Subsidiaries are and, at all times since December 31, 2016, have been, in compliance with all Laws applicable to their business, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices. (v) Neither Business Bank nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2016, a recipient of any supervisory letter from, or since December 31, 2016, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Business Bank or any of its Subsidiaries been advised in writing or, to the Knowledge of Business Bank, orally, since December 31, 2016, by any Regulatory Authority or other Governmental Authority that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement. (vi) There (A) is no written, or to the Knowledge of Business Bank, oral unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Business Bank or any of its Subsidiaries, (B) are have been no notices written, or correspondence received by Seller with respect to the Knowledge of Business Bank, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, 2016, and (C) is not any pending or, to Seller’s Knowledgethe Knowledge of Business Bank, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it Business Bank or any of its Subsidiaries. (vvii) None Neither Business Bank nor the Bank (nor to the Knowledge of the Seller Entities nor Business Bank any of its their respective directors, executives, officers, employees, employees or Representatives acting on its behalf Representatives) (A) has offered, paid, used or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity Except as required by the Bank Secrecy Act, to the Knowledge of Business Bank, no employee of Business Bank or any Subsidiary has complied provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Business Bank or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Business Bank nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Business Bank or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Business Bank or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 2016, Business Bank and each of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that Business Bank and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Business Bank and each of its Subsidiaries since December 31, 2016, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Business Bank and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (x) The Bank is not authorized to act in any capacity as a corporate fiduciary. (xi) Business Bank is, in all material respects, in compliance with any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of Business Bank, consistent with guidance issued by applicable federal, state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”). (xii) To the extent that Business Bank has originated or otherwise participated in any program or benefit created or modified by the CARES Act, including but not limited to the Paycheck Protection Program (“PPP”), it has done such in good faith and in compliance in all material respects with all requirements of Law Laws governing such program, including but not limited to all regulations and guidance issued by the SBA with the respect to loans originated pursuant to or in association with the PPP. Business Bank has not originated any loan under the Bank Secrecy Act and PPP to any Insider, as the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required term is defined under Regulation O (12 C.F.R. § 353.3Part 215).

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect effect, and have at all times since January 1, 2011 (or, in the case of Itaú Colombia, since its incorporation) held in effect, all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease, lease or operate its material assets and to carry on its business as now conductedconducted (and has paid all fees and assessments due and payable in connection therewith), and there no Default has occurred no Default and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws. (iii) None Since January 1, 2011, neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforcesOrders, (B) threatening to revoke any Permits, Permits or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal written supervisory or other agreement, consent decree, directive, commitment, commitment or memorandum of understanding, understanding or (y) to adopt any policy, procedure or resolution of its board Board of directors Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing. (iv) There (A) is no unresolved violation, criticism, or exception violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller it or any of its Subsidiaries, Subsidiaries and (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since January 1, 2010. (v) It and each of its inceptionSubsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account. (Cvi) is not None of it or its Subsidiaries has, directly or indirectly, (i) used any pending orfunds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to Seller’s Knowledgepolitical activity, threatened, nor has (ii) made any Governmental Authority indicated an intention unlawful payment to conduct any, investigation, foreign domestic governmental officials or review employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries. , (viii) None established or maintained any unlawful fund of the Seller Entities nor monies or other assets of it or any of its directors, officers, employees, Subsidiaries or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1iv) using any corporate funds for made any unlawful contribution, gift, entertainment, bribe or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign Person, private or domestic government official public, regardless of form, whether in money, property or employee from corporate fundsservices, (3) violating in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any provision of the Foreign Corrupt Practices Act its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful paymentits Subsidiaries. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each To the Buyer’s Knowledge, each of the Seller Buyer Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None To the Buyer’s Knowledge, none of the Seller Buyer Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Seller Buyer Entities has received any notification or communication from any Governmental Authority (A) asserting that Seller the Buyer or any of its Subsidiaries is in Default under any of the Permits, Laws, or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller the Buyer or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller the Buyer or any of its Subsidiaries, (B) are no notices or correspondence received by Seller the Buyer with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Sellerthe Buyer’s or any of Sellerthe Buyer’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Sellerthe Buyer’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Buyer Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Seller Buyer Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Buyer Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each Apollo and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it to own, lease, lease or operate its properties and assets and to carry on its business as now conducted, conducted (and has paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses business or employees conducting their respective businesses. (ii) None Neither Apollo nor any of the Seller Entities its Subsidiaries is and has not since December 31, 2017, been in Default under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of Apollo or any of its Subsidiaries knows of any reason why all Regulatory Consents required for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, should not be obtained on a timely basis. (iii) None Except as set forth in Section 3.3(h)(iii) of the Seller Entities Company Disclosure Letter, since December 31, 2016, neither Apollo nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller Apollo or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits, or (C) requiring Seller or advising that it may require Apollo or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) Apollo and each of its Subsidiaries are and, at all times since December 31, 2017, have been, in compliance with all Laws applicable to their business, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Sxxxxxxx-Xxxxx Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices. (v) Neither Apollo nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2017, a recipient of any supervisory letter from, or since December 31, 2017, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Apollo or any of its Subsidiaries been advised in writing or, to the Knowledge of Apollo, orally, since December 31, 2017, by any Regulatory Authority or other Governmental Authority that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement. (vi) There (A) is no written, or to the Knowledge of Apollo, oral unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Apollo or any of its Subsidiaries, (B) are have been no notices written, or correspondence received by Seller with respect to the Knowledge of Apollo, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, 2017, and (C) is not any pending or, to Seller’s Knowledgethe Knowledge of Apollo, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it Apollo or any of its Subsidiaries. (vvii) None Neither Apollo, the Bank (nor to the Knowledge of the Seller Entities nor Apollo any of its their respective directors, executives, officers, employees, employees or Representatives acting on its behalf Representatives) (A) has offered, paid, used or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity Except as required by the Bank Secrecy Act, to the Knowledge of Apollo, no employee of Apollo or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Apollo or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Apollo nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Apollo or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Apollo or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 2017, Apollo and each of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that Apollo and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Apollo and each of its Subsidiaries since December 31, 2017, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Apollo and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (x) The Bank is not authorized to act in any capacity as a corporate fiduciary. (xi) Apollo is, in all material respects, in compliance with any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of Apollo, consistent with guidance issued by applicable federal, state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”). (xii) To the extent that Apollo has originated or otherwise participated in any program or benefit created or modified by the CARES Act, including but not limited to the Paycheck Protection Program (“PPP”), it has done such in good faith and in compliance in all material respects with all Laws governing such program, including but not limited to all regulations and guidance issued by the SBA with the respect to loans originated pursuant to or in association with the PPP. Apollo has not originated any loan under the PPP to any Insider, as the term is defined under Regulation O (12 C.F.R. Part 215). (xiii) Apollo maintains a written information privacy and security program and organizational, physical, administrative and technical measures regarding privacy, cyber security and data security (collectively, “Privacy and Security Policies”) that are commercially reasonable and that comply in all material respects with (i) all requirements of all applicable laws relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), encryption, disposal, destruction, disclosure or transfer (collectively, “Processing”) of Personal Data (as defined below), (ii) all of Apollo’s and each of its Subsidiaries’ policies and notices regarding Personal Data, and (iii) all of Apollo’s and each of its Subsidiaries’ contractual obligations with respect to the Processing of Personal Data (collectively, “Data Protection Requirements”). Apollo maintains measures reasonably comparable to those maintained by other banking organizations of similar size and complexity to protect the privacy, confidentiality and security of all information that identifies, could be used to identify or is otherwise associated with an individual person or device or is otherwise covered by any “personal information” or similar definition under applicable law (e.g., “personal data,” “personally identifiable information” or “IPII”) (collectively “Personal Data”) against any (i) unauthorized access, loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”). Since December 31, 2017, Apollo has not experienced any Security Breach that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Apollo or require a report to a Regulatory Agency. Within the three (3) year period prior to the date hereof, Apollo and each of its Subsidiaries has (i) complied in all material respects with all requirements of Law under the Bank Secrecy Act their respective Privacy and the USA Patriot ActSecurity Policies and applicable Data Protection Requirements, and each Seller Entity has timely filed all reports (ii) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of suspicious activityPersonal Data. To the Knowledge of Apollo, including those required under 12 C.F.R. § 353.3there are no data security or other technological vulnerabilities with respect to its information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Apollo.

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect effect, and have at all times since January 1, 2011 (or, in the case of Itaú Colombia, since its incorporation) held in effect, all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease, lease or operate its material assets and to carry on its business as now conductedconducted (and has paid all fees and assessments due and payable in connection therewith), and there no Default has occurred no Default and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries' business or employees conducting its or any of its Subsidiaries' business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws. (iii) None Since January 1, 2011, neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforcesOrders, (B) threatening to revoke any Permits, Permits or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal written supervisory or other agreement, consent decree, directive, commitment, commitment or memorandum of understanding, understanding or (y) to adopt any policy, procedure or resolution of its board Board of directors Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing. (iv) There (A) is no unresolved violation, criticism, or exception violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller it or any of its Subsidiaries, Subsidiaries and (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ ' business, operations, policies, policies or procedures since January 1, 2010. (v) It and each of its inceptionSubsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account. (Cvi) is not None of it or its Subsidiaries has, directly or indirectly, (i) used any pending orfunds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to Seller’s Knowledgepolitical activity, threatened, nor has (ii) made any Governmental Authority indicated an intention unlawful payment to conduct any, investigation, foreign domestic governmental officials or review employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries. , (viii) None established or maintained any unlawful fund of the Seller Entities nor monies or other assets of it or any of its directors, officers, employees, Subsidiaries or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1iv) using any corporate funds for made any unlawful contribution, gift, entertainment, bribe or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign Person, private or domestic government official public, regardless of form, whether in money, property or employee from corporate fundsservices, (3) violating in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any provision of the Foreign Corrupt Practices Act its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful paymentits Subsidiaries. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each PBHC and each of the Seller Entities has its Subsidiaries have in effect all material Permits and has have made all filings, applications, applications and registrations with Governmental Authorities that are required for it them to own, lease, lease or operate its their respective properties and assets and to carry on its business their respective businesses as now conducted, conducted (and have paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses, except as has not and would not reasonably be expected to have a Material Adverse Effect. (ii) None Neither PBHC nor any of the Seller Entities is its Subsidiaries is, or has been since December 31, 2013, in Default in any material respect under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of PBHCs or its Subsidiaries knows of any reason why any Regulatory Approvals required to be obtained by PBHC or the Bank for the consummation of the transactions contemplated by this Agreement should not be obtained on a timely basis. (iii) None Neither PBHC nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller PBHC or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits, or (C) requiring Seller or advising that it may require PBHC or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) There PBHC and each of its Subsidiaries are and, at all times since December 31, 2013, have been, in compliance in all material respects with all Laws applicable to their businesses, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Sxxxxxxx-Xxxxx Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices. (v) Neither PBHC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the PBHC Disclosure Schedule, a “Company Regulatory Agreement”), nor has PBHC or any of its Subsidiaries been advised in writing or, orally, since December 31, 2013, by any Regulatory Authority or other Governmental Authority that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement. (vi) (A) there is no written unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller PBHC or any of its Subsidiaries, and (B) are to the Knowledge of PBHC, there have been no notices or correspondence received by Seller with respect to written formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries2013. (vvii) None of Neither PBHC, the Seller Entities Bank nor to PBHC’s Knowledge any of its their respective directors, executives, officers, employees, employees or Representatives acting on its behalf in their capacity as such, (A) has offered, paid, used or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity has complied in all material respects with all requirements of Law under Except as required by the Bank Secrecy Act and the USA Patriot Act, to the Knowledge of PBHC, no employee of PBHC or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by PBHC or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither PBHC nor any Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of PBHC or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 2013, PBHC and each Seller Entity has timely of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that PBHC and each of suspicious activityits Subsidiaries was required to file with any Governmental Authority, including those required under 12 C.F.R. § 353.3and PBHC and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (x) Neither PBHC nor any of its Subsidiaries is authorized to act in any capacity as a corporate fiduciary.

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect effect, and have at all times since January 1, 2011 held in effect, all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease, lease or operate its material assets and to carry on its business as now conductedconducted (and has paid all fees and assessments due and payable in connection therewith), and there no Default has occurred no Default and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries' business or employees conducting its or any of its Subsidiaries' business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws. (iii) None Since January 1, 2011, neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforcesOrders, (B) threatening to revoke any Permits, Permits or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal written supervisory or other agreement, consent decree, directive, commitment, commitment or memorandum of understanding, understanding or (y) to adopt any policy, procedure or resolution of its board Board of directors Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing. (iv) There (A) is no unresolved violation, criticism, or exception violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller it or any of its Subsidiaries, Subsidiaries and (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ ' business, operations, policies, policies or procedures since January 1, 2010. (v) It and each of its inceptionSubsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account. (Cvi) is not None of it or its Subsidiaries has, directly or indirectly, (i) used any pending orfunds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to Seller’s Knowledgepolitical activity, threatened, nor has (ii) made any Governmental Authority indicated an intention unlawful payment to conduct any, investigation, foreign domestic governmental officials or review employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries. , (viii) None established or maintained any unlawful fund of the Seller Entities nor monies or other assets of it or any of its directors, officers, employees, Subsidiaries or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1iv) using any corporate funds for made any unlawful contribution, gift, entertainment, bribe or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign Person, private or domestic government official public, regardless of form, whether in money, property or employee from corporate fundsservices, (3) violating in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any provision of the Foreign Corrupt Practices Act its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful paymentits Subsidiaries. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each GFHF and each of the Seller Entities has its Subsidiaries have in effect all material Permits and has have made all filings, applications, applications and registrations with Governmental Authorities that are required for it them to own, lease, lease or operate its their respective properties and assets and to carry on its business their respective businesses as now conducted, conducted (and have paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses, except as has not and would not reasonably be expected to have a Material Adverse Effect. (ii) None Neither GFHF nor any of the Seller Entities is its Subsidiaries is, or has been since December 31, 2013, in Default in any material respect under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of GFHFs or its Subsidiaries knows of any reason why any Regulatory Approvals required to be obtained by GFHF or each GBF Bank for the consummation of the transactions contemplated by this Agreement should not be obtained on a timely basis. (iii) None Neither GFHF nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller GFHF or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits, or (C) requiring Seller or advising that it may require GFHF or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) There GFHF and each of its Subsidiaries are and, at all times since December 31, 2013, have been, in compliance in all material respects with all Laws applicable to their businesses, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices. (v) Neither GFHF nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the GFHF Disclosure Schedule, a “Company Regulatory Agreement”), nor has GFHF or any of its Subsidiaries been advised in writing or, orally, since December 31, 2013, by any Regulatory Authority or other Governmental Authority that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement. (vi) (A) there is no written unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller GFHF or any of its Subsidiaries, and (B) are to the Knowledge of GFHF, there have been no notices or correspondence received by Seller with respect to written formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries2013. (vvii) None of the Seller Entities Neither GFHF nor each GBF Bank nor to GFHF’s Knowledge any of its their respective directors, executives, officers, employees, employees or Representatives acting on its behalf in their capacity as such, (A) has offered, paid, used or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity has complied in all material respects with all requirements of Law under Except as required by the Bank Secrecy Act and the USA Patriot Act, to the Knowledge of GFHF, no employee of GFHF or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by GFHF or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither GFHF nor any Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of GFHF or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 2013, GFHF and each Seller Entity has timely of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that GFHF and each of suspicious activityits Subsidiaries was required to file with any Governmental Authority, including those required under 12 C.F.R. § 353.3and GFHF and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (x) Neither GFHF nor any of its Subsidiaries is authorized to act in any capacity as a corporate fiduciary.

Compliance with Permits, Laws and Orders. (i) Each Merchants and each of the Seller Entities has its Subsidiaries have in effect all Permits and has have made all filings, applications, applications and registrations with Governmental Authorities that are required for it them to own, lease, lease or operate its their respective properties and assets and to carry on its business their respective businesses as now conducted, conducted (and have paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such material Permit applicable to their respective businesses or or, to the Knowledge of Merchants, employees conducting their respective businesses. (ii) None Merchants and each of the Seller Entities is its Subsidiaries are, and at all times since December 31, 2013 have been, in Default under any compliance in all material respects with all Laws or Orders applicable to its their businesses, operations, properties or assets, including the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business or employees conducting its businesspractices. (iii) None Neither Merchants nor any of its Subsidiaries has received, since December 31, 2013, any written, or to the Seller Entities has received any Knowledge of Merchants, oral notification or communication from any Governmental Authority (A) asserting that Seller Merchants or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits. (iv) Neither Merchants nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (C) requiring Seller each, whether or not set forth in the Merchants Disclosure Letter, a "Merchants Regulatory Agreement"), nor has Merchants or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending been advised in writing or, to Seller’s Knowledgethe Knowledge of Merchants, threatenedorally, nor has since December 31, 2013, by any Regulatory Authority or other Governmental Authority indicated an intention to conduct anythat it is considering issuing, investigationinitiating, ordering or review of it or requesting any of its Subsidiariessuch Merchants Regulatory Agreement. (v) None Merchants Bank has been in existence as a Vermont chartered bank for at least five (5) years. Each of Merchants and Merchants Bank is "adequately capitalized" (as defined in applicable bank regulations) as of the Seller Entities date hereof. (vi) Neither Merchants nor any of its Subsidiaries (nor to Merchants' Knowledge any of their respective directors, officersexecutives, Representatives, agents or employees, ) (A) has used or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption Laws (4collectively, the "Anti-Corruption Laws") making or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. Merchants and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Merchants and its Subsidiaries with all applicable Anti-Corruption Laws. (vivii) Each Seller Entity has complied Merchants and its Subsidiaries are and since December 31, 2011 have been conducting operations at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements of Law under all money laundering Laws administered or enforced by any Governmental Authority in jurisdictions where Merchants and its Subsidiaries conduct business (collectively, the "Anti-Money Laundering Laws"). Merchants and its Subsidiaries have established and maintain a system of internal controls designed to ensure compliance by Merchants and its Subsidiaries with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws. (viii) Except as required by the Bank Secrecy Act and the USA Patriot Act, to Merchants' Knowledge, no employee of Merchants or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Merchants or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Merchants nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Merchants or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Merchants or any of its Subsidiaries in the terms and each Seller Entity has timely filed conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Neither Merchants nor any of its Subsidiaries nor to the Knowledge of Merchants, any director, officer, agent, employee or any other Person acting on behalf of Merchants or any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by any Governmental Authority (collectively, "Sanctions"), nor is Merchants or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions (each, a "Sanctioned Country"). For the past five (5) years, Merchants and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. Merchants and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Merchants and its Subsidiaries with all reports of suspicious activity, including those required under 12 C.F.R. § 353.3applicable Sanctions.

Compliance with Permits, Laws and Orders. (i) Each The Company and each of the Seller Entities has its Subsidiaries have in effect all Permits and has have made all filings, applications, applications and registrations with Governmental Authorities that are required for it them to own, lease, lease or operate its their respective properties and assets and to carry on its business their respective businesses as now conducted, conducted (and have paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None The Company and each of the Seller Entities is its Subsidiaries are, and at all times since December 31, 2013 have been, in Default under any compliance in all material respects with all Laws or Orders applicable to its business their businesses, operations, properties or employees conducting its businessassets. (iii) None Neither the Company nor any of the Seller Entities its Subsidiaries has received any written or, to the Knowledge of the Company, oral notification or communication from any Governmental Authority (A) asserting that Seller the Company or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits. (iv) Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business, its ability to pay dividends, its management or its business (C) requiring Seller each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has the Company or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending been advised in writing or, to Seller’s Knowledgethe Knowledge of the Company, threatenedorally, nor has since December 31, 2013, by any Regulatory Authority or other Governmental Authority indicated an intention to conduct anythat it is considering issuing, investigationinitiating, ordering or review of it or requesting any of its Subsidiariessuch Company Regulatory Agreement. (v) None of Neither the Seller Entities Company nor any of its Subsidiaries (nor to the Company’s Knowledge any of their respective directors, officersexecutives, Representatives, agents or employees, ) (A) has used or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption Laws (4collectively, the “Anti-Corruption Laws”) making or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (vi) Each Seller Entity has complied . The Company and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by the Company and its Subsidiaries in all material respects with all applicable Anti-Corruption Laws. (vi) The Company and its Subsidiaries are and since December 31, 2011 have been conducting operations at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of Law under all money laundering Laws administered or enforced by any Governmental Authority in jurisdictions where the Bank Secrecy Act Company and its Subsidiaries conduct business (collectively, the USA Patriot Act“Anti-Money Laundering Laws”). The Company and its Subsidiaries have established and maintain a system of internal controls designed to ensure compliance by the Company and its Subsidiaries in all material respects with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws. (vii) Neither the Company nor any of its Subsidiaries nor to the Knowledge of the Company, any director, officer, agent, employee or any other Person acting on behalf of the Company or any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by any Governmental Authority (collectively, “Sanctions”), nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions (each, a “Sanctioned Country”). For the past five (5) years, the Company and each Seller Entity has timely filed its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by the Company and its Subsidiaries with all reports of suspicious activity, including those required under 12 C.F.R. § 353.3applicable Sanctions.

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its material assets and to carry on its business as now conducted, conducted and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (ii) Neither it nor any of its Subsidiaries is in Default under any Laws or Orders applicable to it, its business or employees conducting its business. Each of its Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of "satisfactory" or better. (iii) None Since January 1, 2003, neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforcesOrders, (B) threatening to revoke any Permits, or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal or written agreement, directive, commitment, or memorandum of understanding, board resolution, or other formal or informal enforcement action of any kind, or (yD) to adopt threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, Federal Deposit Insurance Corporation ("FDIC") deposit insurance; neither it nor any resolution of its board Subsidiaries has received any notice from a Governmental Authority that it is considering issuing any of directors or similar undertakingthe foregoing. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller it or any of its Subsidiaries, Subsidiaries and (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries' business, operations, policies or procedures since January 1, 2003. (v) None of the Seller Entities nor any of its directorsThere is no Order, officers, employeescircumstance or condition relevant or applicable to it that would prevent, or Representatives acting on its behalf has offeredis reasonably likely to prevent, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value Regions from satisfying the criteria for "financial holding company" status under the purpose of, or with BHC Act after the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful paymentEffective Time. (vi) Each Seller Entity has complied Neither it nor any of its Subsidiaries is in all material respects with all requirements of Law Default under applicable consumer lending and compliance Laws, the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports the Patriot Act or any Order issued with respect to anti-money laundering by the U.S. Department of suspicious activity, including those required under 12 C.F.R. § 353.3the Treasury's Office of Foreign Assets Control.

Compliance with Permits, Laws and Orders. (i) Each of the Seller Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that Seller or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, policies or procedures since its inception, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, employees or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.321.11.

Compliance with Permits, Laws and Orders. (i) Each Holding and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its material assets and to carry on its business as now conducted, conducted and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Neither Holding nor any of the Seller Entities its Subsidiaries is in Default under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of Holdings or its Subsidiaries knows of any reason why all Regulatory Approvals required for the consummation of the transactions contemplated by this Agreement should not be obtained on a timely basis. (iii) None Neither Holding nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller Holding or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller or advising that it may require Holding or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) There Holding and each of its Subsidiaries are and, at all times since January 1, 2012, have been, in compliance with all Laws applicable to their businesses, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices. (v) Except as described in Section 3.3(h)(v) of the Company Disclosure Letter there (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Holding or any of its Subsidiaries, (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, 2011, and (C) is not any pending or, to Seller’s Knowledgethe Knowledge of Holding, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it Holding or any of its Subsidiaries. (vvi) None of Neither Holding, the Seller Entities Bank (nor to the Company’s Knowledge any of its their respective directors, officersexecutives, representatives, agents or employees, ) (A) has used or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (vivii) Each Seller Entity has complied in all material respects with all requirements of Law under Except as required by the Bank Secrecy Act and the USA Patriot Act, to Company’s Knowledge, no employee of Holding or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Holding or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Holding nor any Subsidiary nor any officer, employee, contractor, subcontractor or agent of Holding or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Holding or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (viii) Since January 1, 2012, Holding and each Seller Entity has timely of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that Holding and each of suspicious activityits Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Holding and each of its Subsidiaries since January 1, 2012, including those any report or statement required under 12 C.F.R. § 353.3to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority have been so filed, and Holding and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (ix) The Bank is authorized to act as a corporate fiduciary.

Compliance with Permits, Laws and Orders. (i) Each of the Seller Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that Seller or any of its Subsidiaries is in Default under any of the Permits, Laws, or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct anyconduct, investigation, any investigation or review (other than regular or routine examinations or inspections) of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each Except as disclosed in Section 4.13(b)(i) of the Seller Disclosure Memorandum, each of the Seller Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Except as disclosed in Section 4.13(b)(ii) of the Seller Disclosure Memorandum, none of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None Except as disclosed in Section 4.13(b)(iii) of the Seller Disclosure Memorandum, none of the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that Seller or any of its Subsidiaries is in Default under any of the Permits, Laws, or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking. (iv) There Except as disclosed in Section 4.13(b)(iv) of the Seller Disclosure Memorandum, there (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its material assets and to carry on its business as now conducted, conducted and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (ii) Neither it nor any of its Subsidiaries is in Default under any Laws or Orders applicable to it, its business or employees conducting its business. Each of its Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of "satisfactory" or better. (iii) None Since January 1, 2000, neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforcesOrders, (B) threatening to revoke any Permits, or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, commitment or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, or (D) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, Federal Deposit Insurance Corporation ("FDIC") deposit insurance, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing any of the foregoing. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller it or any of its Subsidiaries, Subsidiaries and (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries' business, operations, policies or procedures since January 1, 2000. (v) None of the Seller Entities nor any of its directorsThere is no Order, officers, employeescircumstance or condition relevant or applicable to it that would prevent, or Representatives acting on its behalf has offeredis reasonably likely to prevent, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value Newco from satisfying the criteria for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law "financial holding company" status under the Bank Secrecy BHC Act and after the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3First Effective Time.

Compliance with Permits, Laws and Orders. (i) Each Community and each of the Seller Entities has its Subsidiaries have in effect all material Permits and has have made all material filings, applications, applications and registrations with Governmental Authorities that are required for it them to own, lease, lease or operate its their respective properties and assets and to carry on its business their respective businesses as now conducted, conducted (and have paid all material fees and assessments due and payable in connection therewith) and there has occurred no Default under any such material Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Community and each of its Subsidiaries are, and at all times since December 31, 2018 have been, in compliance in all material respects with all Laws applicable to their businesses, operations, properties or assets, including the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business, financing, leasing, collection or other practices, and all agency requirements relating to the origination, sale and servicing of mortgage loans and consumer loans. Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Community, Community has complied in all material respects with all requirements of the Seller Entities is CARES Act and the Paycheck Protection Program, including applicable guidance, in Default under any Laws or Orders applicable to connection with its business or employees conducting its businessparticipation in the Paycheck Protection Program. (iii) None Neither Community nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that Seller Community or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits. (iv) Neither Community nor any of its Subsidiaries is subject to any cease-and-desist or other order or formal enforcement action issued by, or is a party to any formal written agreement, consent agreement or public memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2018, a recipient of any public supervisory letter from any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy. (Cv) requiring Seller or Neither Community nor any of its Subsidiaries (x) to enter into or consent nor to the issuance Knowledge of a cease and desist orderCommunity any of their respective directors, formal agreementexecutives, directiveRepresentatives, commitment, agents or memorandum of understanding, or (yemployees) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) has used or is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, Anti-Corruption Laws or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. Community and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Community and its Subsidiaries with all applicable Anti-Corruption Laws. (vi) Each Seller Entity has complied Community and its Subsidiaries are and since December 31, 2018 have been conducting operations at all times in compliance in all material respects with all the Anti-Money Laundering Laws. Community and its Subsidiaries have established and maintain a system of internal controls designed to ensure compliance by Community and its Subsidiaries with applicable financial recordkeeping and reporting requirements of Law under the Anti-Money Laundering Laws. (vii) Except as required by the Bank Secrecy Act and the USA Patriot Act, to the Knowledge of Community, no employee of Community or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Community or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Community nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Community or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Community or any of its Subsidiaries in the terms and each Seller Entity has timely filed conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (viii) Neither Community nor any of its Subsidiaries nor to the Knowledge of Community, any director, officer, agent, employee or any other Person acting on behalf of Community or any of its Subsidiaries, is currently the subject or the target of Sanctions, nor is Community or any of its Subsidiaries located, organized or resident in a Sanctioned Country. For the past five (5) years, Community and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. Community and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Community and its Subsidiaries with all reports of suspicious activity, including those required under 12 C.F.R. § 353.3applicable Sanctions.

Compliance with Permits, Laws and Orders. (i) Each Professional and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it to own, lease, lease or operate its properties and assets and to carry on its business as now conducted, conducted (and has paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses business or employees conducting their respective businesses. (ii) None Neither Professional nor any of the Seller Entities its Subsidiaries is and has not since December 31, 2016, been in Default under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of Professional or any of its Subsidiaries knows of any reason why all Regulatory Consents required for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, should not be obtained on a timely basis. (iii) None Neither Professional nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller Professional or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits, or (C) requiring Seller or advising that it may require Professional or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) Professional and each of its Subsidiaries are and, at all times since December 31, 2018, have been, in material compliance with all Laws applicable to their business, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices. (v) Neither Professional nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2018, a recipient of any supervisory letter from, or since December 31, 2018, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Professional or any of its Subsidiaries been advised in writing or, to the Knowledge of Professional, orally, since December 31, 2018, by any Regulatory Authority or other Governmental Authority that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement. (vi) There (A) is no written, or to the Knowledge of Professional, oral unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Professional or any of its Subsidiaries, (B) are have been no notices written, or correspondence received by Seller with respect to the Knowledge of Professional, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, 2018, and (C) is not any pending or, to Seller’s Knowledgethe Knowledge of Professional, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it Professional or any of its Subsidiaries. (vvii) None Neither Professional nor the Bank (nor, to the Knowledge of the Seller Entities nor Professional, any of its their respective directors, executives, officers, employees, employees or Representatives acting on its behalf Representatives) (A) has offered, paid, used or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity Except as required by the Bank Secrecy Act, to the Knowledge of Professional, no employee of Professional or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Professional or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Professional nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Professional or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Professional or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 2018, Professional and each of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that Professional and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Professional and each of its Subsidiaries since December 31, 2018, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Professional and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (x) The Bank is not authorized to act in any capacity as a corporate fiduciary. (xi) Professional is, in all material respects, in compliance with any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of Professional, consistent with guidance issued by applicable federal, state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”). (xii) To the extent that Professional has originated or otherwise participated in any program or benefit created or modified by the CARES Act, including but not limited to the Paycheck Protection Program (“PPP”), it has done such in good faith and in compliance in all material respects with all Laws governing such program, including but not limited to all regulations and guidance issued by the SBA with the respect to loans originated pursuant to or in association with the PPP. Professional has not originated any loan under the PPP to any Insider, as the term is defined under Regulation O (12 C.F.R. Part 215). (xiii) Professional maintains a written information privacy and security program and organizational, physical, administrative and technical measures regarding privacy, cyber security and data security (collectively, “Privacy and Security Policies”) that are commercially reasonable and that comply in all material respects with (i) all requirements of all applicable laws relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), encryption, disposal, destruction, disclosure or transfer (collectively, “Processing”) of Personal Data (as defined below), (ii) all of Professional’s and each of its Subsidiaries’ policies and notices regarding Personal Data, and (iii) all of Professional’s and each of its Subsidiaries’ contractual obligations with respect to the Processing of Personal Data (collectively, “Data Protection Requirements”). Professional maintains reasonable measures to protect the privacy, confidentiality and security of all information that identifies, could be used to identify or is otherwise associated with an individual person or device or is otherwise covered by any “personal information” or similar definition under applicable law (e.g., “personal data,” “personally identifiable information” or “IIPI) (collectively “Personal Data”) against any (i) unauthorized access, loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”). Professional has not experienced any Security Breach that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Professional or require a report to a Regulatory Agency. Within the three (3) year period prior to the date hereof, Professional and each of its Subsidiaries has (i) complied in all material respects with all requirements of Law under the Bank Secrecy Act their respective Privacy and the USA Patriot ActSecurity Policies and applicable Data Protection Requirements, and each Seller Entity has timely filed all reports (ii) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of suspicious activityPersonal Data. To the Knowledge of Professional, including those required under 12 C.F.R. § 353.3there are no data security or other technological vulnerabilities with respect to its information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Professional.

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, conducted and there has occurred no Raindance and its Subsidiaries are not in Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Neither it nor any of the Seller Entities its Subsidiaries is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None Neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority since January 1, 2005 (or prior to such date, where the matters described in such notification or communication remain unresolved), (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking, which restricts materially the conduct of its business, or in any material manner relates to its management in their capacity as management of Raindance. (iv) There (A) is no unresolved violation, criticism, violation or exception by any Governmental Authority with respect to any report or statement in its possession relating to any examinations or inspections of Seller it or any of its Subsidiaries, (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ ' business, operations, policies, policies or procedures since its inceptionJanuary 1, 2005 (or after January 1, 2001 and prior to January 1, 2005, where such inquiry, disagreement or dispute remains unresolved), and (C) is not any pending or, to Seller’s its Knowledge, threatened, nor has threatened adverse investigation or review by any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities Neither it nor any of its directors, officers, employees, employees or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each of the Seller Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are material and required for it to own, lease, or operate its material assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Seller Entities has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking, which restricts materially the conduct of its business, or in any material manner relates to its management. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are and no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, policies or procedures since its inceptionJanuary 1, 2001, and (C) is not any pending or, to Seller’s its Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, employees or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.321.11.

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its material assets and to carry on its business as now conducted, conducted and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (ii) Neither it nor any of its Subsidiaries is in Default under any Laws or Orders applicable to it, its business or employees conducting its business. Each of its Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “satisfactory” or better. (iii) None Since January 1, 2003, neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforcesOrders, (B) threatening to revoke any Permits, or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal or written agreement, directive, commitment, or memorandum of understanding, board resolution, or other formal or informal enforcement action of any kind, or (yD) to adopt threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, Federal Deposit Insurance Corporation (“FDIC”) deposit insurance; neither it nor any resolution of its board Subsidiaries has received any notice from a Governmental Authority that it is considering issuing any of directors or similar undertakingthe foregoing. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller it or any of its Subsidiaries, Subsidiaries and (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionJanuary 1, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries2003. (v) None of the Seller Entities nor any of its directorsThere is no Order, officers, employeescircumstance or condition relevant or applicable to it that would prevent, or Representatives acting on its behalf has offeredis reasonably likely to prevent, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value Regions from satisfying the criteria for “financial holding company” status under the purpose of, or with BHC Act after the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful paymentEffective Time. (vi) Each Seller Entity has complied Neither it nor any of its Subsidiaries is in all material respects with all requirements of Law Default under applicable consumer lending and compliance Laws, the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports the Patriot Act or any Order issued with respect to anti-money laundering by the U.S. Department of suspicious activity, including those required under 12 C.F.R. § 353.3the Treasury’s Office of Foreign Assets Control.

Compliance with Permits, Laws and Orders. (i) Each NorthStar and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it to own, lease, lease or operate its properties and assets and to carry on its business as now conducted, conducted (and has paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses business or employees conducting their respective businesses. (ii) None Neither NorthStar nor any of the Seller Entities its Subsidiaries is and has not since December 31, 2013, been in Default under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of NorthStar or any of its Subsidiaries knows of any reason why all Regulatory Consents required for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, should not be obtained on a timely basis. (iii) None Neither NorthStar nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller NorthStar or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits, or (C) requiring Seller or advising that it may require NorthStar or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) NorthStar and each of its Subsidiaries are and, at all times since December 31, 2013, have been, in compliance with all Laws applicable to their business, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other applicable Laws relating to discriminatory business practices. (v) Neither NorthStar nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has NorthStar or any of its Subsidiaries been advised in writing or, to the Knowledge of NorthStar, orally, since December 31, 2013, by any Regulatory Authority or other Governmental Authority that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement. (vi) There (A) is no written, or to the Knowledge of NorthStar, oral unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller NorthStar or any of its Subsidiaries, (B) are have been no notices written, or correspondence received by Seller with respect to the Knowledge of NorthStar, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, 2013, and (C) is not any pending or, to Seller’s Knowledgethe Knowledge of NorthStar, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it NorthStar or any of its Subsidiaries. (vvii) None Neither NorthStar, the Bank (nor to the Knowledge of the Seller Entities nor NorthStar any of its their respective directors, executives, officers, employees, employees or Representatives acting on its behalf Representatives) (A) has offered, paid, used or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity has complied in all material respects with all requirements of Law under Except as required by the Bank Secrecy Act and the USA Patriot Act, to the Knowledge of NorthStar, no employee of NorthStar or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by NorthStar or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither NorthStar nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of NorthStar or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of NorthStar or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 2013, NorthStar and each Seller Entity has timely of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that NorthStar and each of suspicious activityits Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by NorthStar and each of its Subsidiaries since December 31, 2013, including those any report or statement required under 12 C.F.R. § 353.3to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and NorthStar and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (x) The Bank is not authorized to act in any capacity as a corporate fiduciary.

Compliance with Permits, Laws and Orders. (i) Each Merchants and each of the Seller Entities has its Subsidiaries have in effect all Permits and has have made all filings, applications, applications and registrations with Governmental Authorities that are required for it them to own, lease, lease or operate its their respective properties and assets and to carry on its business their respective businesses as now conducted, conducted (and have paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such material Permit applicable to their respective businesses or or, to the Knowledge of Merchants, employees conducting their respective businesses. (ii) None Merchants and each of the Seller Entities is its Subsidiaries are, and at all times since December 31, 2013 have been, in Default under any compliance in all material respects with all Laws or Orders applicable to its their businesses, operations, properties or assets, including the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business or employees conducting its businesspractices. (iii) None Neither Merchants nor any of its Subsidiaries has received, since December 31, 2013, any written, or to the Seller Entities has received any Knowledge of Merchants, oral notification or communication from any Governmental Authority (A) asserting that Seller Merchants or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits. (iv) Neither Merchants nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (C) requiring Seller each, whether or not set forth in the Merchants Disclosure Letter, a “Merchants Regulatory Agreement”), nor has Merchants or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending been advised in writing or, to Seller’s Knowledgethe Knowledge of Merchants, threatenedorally, nor has since December 31, 2013, by any Regulatory Authority or other Governmental Authority indicated an intention to conduct anythat it is considering issuing, investigationinitiating, ordering or review of it or requesting any of its Subsidiariessuch Merchants Regulatory Agreement. (v) None Merchants Bank has been in existence as a Vermont chartered bank for at least five (5) years. Each of Merchants and Merchants Bank is “adequately capitalized” (as defined in applicable bank regulations) as of the Seller Entities date hereof. (vi) Neither Merchants nor any of its Subsidiaries (nor to Merchants’ Knowledge any of their respective directors, officersexecutives, Representatives, agents or employees, ) (A) has used or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption Laws (4collectively, the “Anti-Corruption Laws”) making or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. Merchants and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Merchants and its Subsidiaries with all applicable Anti-Corruption Laws. (vivii) Each Seller Entity has complied Merchants and its Subsidiaries are and since December 31, 2011 have been conducting operations at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements of Law under all money laundering Laws administered or enforced by any Governmental Authority in jurisdictions where Merchants and its Subsidiaries conduct business (collectively, the “Anti-Money Laundering Laws”). Merchants and its Subsidiaries have established and maintain a system of internal controls designed to ensure compliance by Merchants and its Subsidiaries with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws. (viii) Except as required by the Bank Secrecy Act and the USA Patriot Act, to Merchants’ Knowledge, no employee of Merchants or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Merchants or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Merchants nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Merchants or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Merchants or any of its Subsidiaries in the terms and each Seller Entity has timely filed conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Neither Merchants nor any of its Subsidiaries nor to the Knowledge of Merchants, any director, officer, agent, employee or any other Person acting on behalf of Merchants or any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by any Governmental Authority (collectively, “Sanctions”), nor is Merchants or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions (each, a “Sanctioned Country”). For the past five (5) years, Merchants and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. Merchants and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Merchants and its Subsidiaries with all reports of suspicious activity, including those required under 12 C.F.R. § 353.3applicable Sanctions.

Compliance with Permits, Laws and Orders. (i) Each Kinderhook and each of the Seller Entities has its Subsidiaries have in effect all Permits and has have made all filings, applications, applications and registrations with Governmental Authorities that are required for it them to own, lease, lease or operate its their respective properties and assets and to carry on its business their respective businesses as now conducted, conducted (and have paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Kinderhook and each of the Seller Entities is its Subsidiaries are, and at all times since December 31, 2015 have been, in Default under any compliance in all material respects with all Laws or Orders applicable to its business their businesses, operations, properties or employees conducting its assets, including the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business, financing, leasing, collection or other practices, and all agency requirements relating to the origination, sale and servicing of mortgage loans and consumer loans. (iii) None Neither Kinderhook nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that Seller Kinderhook or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits. (iv) Neither Kinderhook nor any of its Subsidiaries is subject to any cease-and-desist or other order or formal enforcement action issued by, or is a party to any formal written agreement, consent agreement or public memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2015, a recipient of any public supervisory letter from any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business. (Cv) requiring Seller or Neither Kinderhook nor any of its Subsidiaries (xnor to Kinderhook’s Knowledge any of their respective directors, executives, Representatives, agents or employees) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) has used or is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption Laws (4collectively, the “Anti-Corruption Laws”) making or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. Kinderhook and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Kinderhook and its Subsidiaries with all applicable Anti-Corruption Laws. (vi) Each Seller Entity has complied Kinderhook and its Subsidiaries are and since December 31, 2013 have been conducting operations at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements of Law under all money laundering Laws administered or enforced by any Governmental Authority in jurisdictions where Kinderhook and its Subsidiaries conduct business (collectively, the “Anti-Money Laundering Laws”). Kinderhook and its Subsidiaries have established and maintain a system of internal controls designed to ensure compliance by Kinderhook and its Subsidiaries with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws. (vii) Except as required by the Bank Secrecy Act and the USA Patriot Act, to Kinderhook’s Knowledge, no employee of Kinderhook or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Kinderhook or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Kinderhook nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Kinderhook or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Kinderhook or any of its Subsidiaries in the terms and each Seller Entity has timely filed conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (viii) Neither Kinderhook nor any of its Subsidiaries nor to the Knowledge of Kinderhook, any director, officer, agent, employee or any other Person acting on behalf of Kinderhook or any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by any Governmental Authority (collectively, “Sanctions”), nor is Kinderhook or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions (each, a “Sanctioned Country”). For the past five (5) years, Kinderhook and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. Kinderhook and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Kinderhook and its Subsidiaries with all reports of suspicious activity, including those required under 12 C.F.R. § 353.3applicable Sanctions.

Compliance with Permits, Laws and Orders. (i) Each Holding and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its material assets and to carry on its business as now conducted, conducted and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Neither Holding nor any of the Seller Entities its Subsidiaries is in Default under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of Holdings or its Subsidiaries knows of any reason why all Regulatory Approvals required for the consummation of the transactions contemplated by this Agreement should not be obtained on a timely basis. (iii) None Neither Holding nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller Holding or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller or advising that it may require Holding or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) Holding and each of its Subsidiaries are and, at all times since January 1, 2011, have been, in compliance with all Laws applicable to their businesses, operations, properties or assets, including the Sxxxxxxx-Xxxxx Act of 2002, Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices. (v) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Holding or any of its Subsidiaries, (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, 2010, and (C) is not any pending or, to Seller’s its Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it Holding or any of its Subsidiaries. (vvi) None of Neither Holding, the Seller Entities Bank (nor to the Company’s Knowledge any of its their respective directors, officersexecutives, representatives, agents or employees, ) (A) has used or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (vivii) Each Seller Entity has complied in all material respects with all requirements of Law under Except as required by the Bank Secrecy Act and the USA Patriot Act, to Company’s Knowledge, no employee of Holding or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Holding or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Holding nor any Subsidiary nor any officer, employee, contractor, subcontractor or agent of Holding or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Holding or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (viii) Since January 1, 2011, Holding and each Seller Entity has timely of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that Holding and each of suspicious activityits Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Holding and each of its Subsidiaries since January 1, 2011, including those any report or statement required under 12 C.F.R. § 353.3to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority have been so filed, and Holding and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (ix) Neither Holding nor any of its Subsidiaries is authorized to act in any capacity as a corporate fiduciary.

Compliance with Permits, Laws and Orders. (i) Each Fourth Street and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it to own, lease, lease or operate its properties and assets and to carry on its business as now conducted, conducted (and has paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses business or employees conducting their respective businesses. (ii) None Neither Fourth Street nor any of the Seller Entities its Subsidiaries is and has not since December 31, 2015, been in Default under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of Fourth Street or any of its Subsidiaries knows of any reason why all Regulatory Consents required for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, should not be obtained on a timely basis. (iii) None Except as set forth in Section 3.3(h)(iii) of the Seller Entities Company Disclosure Letter, neither Fourth Street nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller Fourth Street or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits, or (C) requiring Seller or advising that it may require Fourth Street or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) Fourth Street and each of its Subsidiaries are and, at all times since December 31, 2015, have been, in compliance with all Laws applicable to their business, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices. (v) Neither Fourth Street nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2015, a recipient of any supervisory letter from, or since December 31, 2015, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Fourth Street or any of its Subsidiaries been advised in writing or, to the Knowledge of Fourth Street, orally, since December 31, 2015, by any Regulatory Authority or other Governmental Authority that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement. (vi) There (A) is no written, or to the Knowledge of Fourth Street, oral unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Fourth Street or any of its Subsidiaries, (B) are have been no notices written, or correspondence received by Seller with respect to the Knowledge of Fourth Street, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, 2015, and (C) is not any pending or, to Seller’s Knowledgethe Knowledge of Fourth Street, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it Fourth Street or any of its Subsidiaries. (vvii) None Neither Fourth Street, the Bank (nor to the Knowledge of the Seller Entities nor Fourth Street any of its their respective directors, executives, officers, employees, employees or Representatives acting on its behalf Representatives) (A) has offered, paid, used or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity has complied in all material respects with all requirements of Law under Except as required by the Bank Secrecy Act and the USA Patriot Act, to the Knowledge of Fourth Street, no employee of Fourth Street or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Fourth Street or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Fourth Street nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Fourth Street or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Fourth Street or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 0000, Xxxxxx Xxxxxx and each Seller Entity has timely of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that Fourth Street and each of suspicious activityits Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Fourth Street and each of its Subsidiaries since December 31, 2015, including those any report or statement required under 12 C.F.R. § 353.3to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Fourth Street and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (x) The Bank is not authorized to act in any capacity as a corporate fiduciary.

Compliance with Permits, Laws and Orders. (i) Each Dxxxxxxx and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it to own, lease, lease or operate its properties and assets and to carry on its business as now conducted, conducted (and has paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses business or employees conducting their respective businesses. (ii) None Neither Dxxxxxxx nor any of the Seller Entities its Subsidiaries is and has not since December 31, 2016, been in Default under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of Dxxxxxxx or any of its Subsidiaries knows of any reason why all Regulatory Consents required for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, should not be obtained on a timely basis. (iii) None Neither Dxxxxxxx nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller Dxxxxxxx or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits, or (C) requiring Seller or advising that it may require Dxxxxxxx or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) Dxxxxxxx and each of its Subsidiaries are and, at all times since December 31, 2018, have been, in material compliance with all Laws applicable to their business, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Sxxxxxxx-Xxxxx Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices. (v) Neither Dxxxxxxx nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2018, a recipient of any supervisory letter from, or since December 31, 2018, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Dxxxxxxx or any of its Subsidiaries been advised in writing or, to the Knowledge of Dxxxxxxx, orally, since December 31, 2018, by any Regulatory Authority or other Governmental Authority that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement. (vi) There (A) is no written, or to the Knowledge of Dxxxxxxx, oral unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Dxxxxxxx or any of its Subsidiaries, (B) are have been no notices written, or correspondence received by Seller with respect to the Knowledge of Dxxxxxxx, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, 2018, and (C) is not any pending or, to Seller’s Knowledgethe Knowledge of Dxxxxxxx, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it Dxxxxxxx or any of its Subsidiaries. (vvii) None Neither Dxxxxxxx, the Bank (nor to the Knowledge of the Seller Entities nor Dxxxxxxx any of its their respective directors, executives, officers, employees, employees or Representatives acting on its behalf Representatives) (A) has offered, paid, used or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity Except as required by the Bank Secrecy Act, to the Knowledge of Dxxxxxxx, no employee of Dxxxxxxx or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Dxxxxxxx or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Dxxxxxxx nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Dxxxxxxx or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Dxxxxxxx or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 2018, Dxxxxxxx and each of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that Dxxxxxxx and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Dxxxxxxx and each of its Subsidiaries since December 31, 2018, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Dxxxxxxx and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith. (x) The Bank is not authorized to act in any capacity as a corporate fiduciary. (xi) Dxxxxxxx is, in all material respects, in compliance with any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of Dxxxxxxx, consistent with guidance issued by applicable federal, state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”). (xii) To the extent that Dxxxxxxx has originated or otherwise participated in any program or benefit created or modified by the CARES Act, including but not limited to the Paycheck Protection Program (“PPP”), it has done such in good faith and in compliance in all material respects with all Laws governing such program, including but not limited to all regulations and guidance issued by the SBA with the respect to loans originated pursuant to or in association with the PPP. Dxxxxxxx has not originated any loan under the PPP to any Insider, as the term is defined under Regulation O (12 C.F.R. Part 215). (xiii) Dxxxxxxx maintains a written information privacy and security program and organizational, physical, administrative and technical measures regarding privacy, cyber security and data security (collectively, “Privacy and Security Policies”) that are commercially reasonable and that comply in all material respects with (i) all requirements of all applicable laws relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), encryption, disposal, destruction, disclosure or transfer (collectively, “Processing”) of Personal Data (as defined below), (ii) all of Dxxxxxxx’x and each of its Subsidiaries’ policies and notices regarding Personal Data, and (iii) all of Dxxxxxxx’x and each of its Subsidiaries’ contractual obligations with respect to the Processing of Personal Data (collectively, “Data Protection Requirements”). Dxxxxxxx maintains reasonable measures to protect the privacy, confidentiality and security of all information that identifies, could be used to identify or is otherwise associated with an individual person or device or is otherwise covered by any “personal information” or similar definition under applicable law (e.g., “personal data,” “personally identifiable information” or “IPII”) (collectively “Personal Data”) against any (i) unauthorized access, loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”). Dxxxxxxx has not experienced any Security Breach that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Dxxxxxxx or require a report to a Regulatory Agency. Within the three (3) year period prior to the date hereof, Dxxxxxxx and each of its Subsidiaries has (i) complied in all material respects with all requirements of Law under the Bank Secrecy Act their respective Privacy and the USA Patriot ActSecurity Policies and applicable Data Protection Requirements, and each Seller Entity has timely filed all reports (ii) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of suspicious activityPersonal Data. To the Knowledge of Dxxxxxxx, including those required under 12 C.F.R. § 353.3there are no data security or other technological vulnerabilities with respect to its information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Dxxxxxxx.

Compliance with Permits, Laws and Orders. (i) Each Elmira and each of the Seller Entities has its Subsidiaries have in effect all Permits and has have made all filings, applications, applications and registrations with Governmental Authorities that are required for it them to own, lease, lease or operate its their respective properties and assets and to carry on its business their respective businesses as now conducted, conducted (and have paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Elmira and each of its Subsidiaries are, and at all times since December 31, 2018 have been, in compliance in all material respects with all Laws applicable to their businesses, operations, properties or assets, including the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business, financing, leasing, collection or other practices, and all agency requirements relating to the origination, sale and servicing of mortgage loans and consumer loans. Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Elmira, Elmira has complied in all material respects with all requirements of the Seller Entities is Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “CARES Act”) and the Paycheck Protection Program, including applicable guidance, in Default under any Laws or Orders applicable to connection with its business or employees conducting its businessparticipation in the Paycheck Protection Program. (iii) None Neither Elmira nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that Seller Elmira or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits. (iv) Neither Elmira nor any of its Subsidiaries is subject to any cease-and-desist or other order or formal enforcement action issued by, or is a party to any formal written agreement, consent agreement or public memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2018, a recipient of any public supervisory letter from any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business. (Cv) requiring Seller or Neither Elmira nor any of its Subsidiaries (xnor to Elmira’s Knowledge any of their respective directors, executives, Representatives, agents or employees) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) has used or is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption Laws (4collectively, the “Anti-Corruption Laws”) making or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. Elmira and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Elmira and its Subsidiaries with all applicable Anti-Corruption Laws. (vi) Each Seller Entity has complied Elmira and its Subsidiaries are and since December 31, 2018 have been conducting operations at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements of Law under all money laundering Laws administered or enforced by any Governmental Authority in jurisdictions where Elmira and its Subsidiaries conduct business (collectively, the “Anti-Money Laundering Laws”). Elmira and its Subsidiaries have established and maintain a system of internal controls designed to ensure compliance by Elmira and its Subsidiaries with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws. (vii) Except as required by the Bank Secrecy Act and the USA Patriot Act, to Elmira’s Knowledge, no employee of Elmira or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Elmira or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Elmira nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Elmira or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Elmira or any of its Subsidiaries in the terms and each Seller Entity has timely filed conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (viii) Neither Elmira nor any of its Subsidiaries nor to the Knowledge of Elmira, any director, officer, agent, employee or any other Person acting on behalf of Elmira or any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by any Governmental Authority (collectively, “Sanctions”), nor is Elmira or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions (each, a “Sanctioned Country”). For the past five (5) years, Elmira and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. Elmira and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Elmira and its Subsidiaries with all reports of suspicious activity, including those required under 12 C.F.R. § 353.3applicable Sanctions.

Compliance with Permits, Laws and Orders. (i) Each Holdings and each of the Seller Entities has its Subsidiaries have in effect all Permits and has have made all filings, applications, applications and registrations with Governmental Authorities that are required for it them to own, lease, lease or operate its their respective properties and assets and to carry on its business their respective businesses as now conducted, conducted (and have paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Neither Holdings nor any of the Seller Entities is its Subsidiaries is, or has been since December 31, 2012, in Default under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, none of Holdings or its Subsidiaries knows of any reason why all Regulatory Consents required for the consummation of the transactions contemplated by this Agreement should not be obtained on a timely basis. (iii) None Neither Holdings nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that Seller Holdings or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits. (iv) Holdings and each of its Subsidiaries are, and at all times since December 31, 2012 have been, in compliance in all material respects with all Laws applicable to their businesses, operations, properties or assets, including the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices. (v) Neither Holdings nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2012, a recipient of any supervisory letter from, or since December 31, 2012, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (C) requiring Seller each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Holdings or any of its Subsidiaries (x) to enter into or consent been advised in writing or, to the issuance Knowledge of a cease and desist orderHoldings, formal agreementorally, directivesince December 31, commitment2012, by any Regulatory Authority or memorandum of understandingother Governmental Authority that it is considering issuing, initiating, ordering or (y) to adopt requesting any resolution of its board of directors or similar undertakingsuch Company Regulatory Agreement. (ivvi) There (A) is no unresolved written, or to the Knowledge of Holdings, oral violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Holdings or any of its Subsidiaries, (B) are have been no notices written, or correspondence received by Seller with respect to the Knowledge of Holdings, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s Holdings’ or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionDecember 31, 2012, and (C) is not any pending or, to Seller’s Knowledgethe Knowledge of Holdings, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it Holdings or any of its Subsidiaries. (vvii) None of Neither Holdings nor the Seller Entities Bank (nor to Holdings’ Knowledge any of its their respective directors, officersexecutives, representatives, agents or employees, ) (A) has used or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity has complied in all material respects with all requirements of Law under Except as required by the Bank Secrecy Act and the USA Patriot Act, to Holdings’ Knowledge, no employee of Holdings or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Holdings or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Holdings nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Holdings or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Holdings or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 2012, Holdings and each Seller Entity has timely of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that Holdings and each of suspicious activityits Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Holdings and each of its Subsidiaries since December 31, 2012, including those any report or statement required under 12 C.F.R. § 353.3to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction or any other Governmental Authority, have been so filed, and Holdings and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.

Compliance with Permits, Laws and Orders. (i) Each of the Seller Entities The Company has in effect all Permits and has made all filings, applications, applications and registrations with Governmental Authorities that are required for it to own, lease, lease or operate its properties and assets and to carry on its business as now conducted, conducted (and has paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses its business or employees conducting their respective businessesits business. (ii) None Except as set forth in Section 3.3(h)(ii) of the Seller Entities Company Disclosure Letter, the Company is not and has not since December 31, 2015, been in Default under any Laws or Orders applicable to its business or employees conducting its business. As of the date of this Agreement, the Company does not know of any reason why all Regulatory Approvals required for the consummation of the transactions contemplated by this Agreement should not be obtained on a timely basis. (iii) None Except as set forth in Section 3.3(h)(ii) of the Seller Entities Company Disclosure Letter, the Company has not received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller or any of its Subsidiaries the Company is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits, or (C) requiring Seller or any of its Subsidiaries advising that it may require the Company (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management. (iv) Except as set forth in Section 3.3(h)(ii) of the Company Disclosure Letter, the Company is and, at all times since December 31, 2015, has been, in compliance with all Laws applicable to its business, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices. (v) The Company is not subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2015, a recipient of any supervisory letter from, or since December 31, 2015, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has the Company been advised in writing or, to the Knowledge of the Company, orally, since December 31, 2015, by any Regulatory Authority or other Governmental Authority that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement. (vi) There (A) is no written, or to the Knowledge of the Company, oral unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiariesthe Company, (B) are have been no notices written, or correspondence received by Seller with respect to the Knowledge of the Company, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ its business, operations, policies, policies or procedures since its inceptionDecember 31, 2015, and (C) is not any pending or, to Seller’s Knowledgethe Knowledge of the Company, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it or any of its Subsidiariesthe Company. (vvii) None of Neither the Seller Entities Company, nor to the Company’s Knowledge any of its directors, executives, officers, employees, employees or Representatives acting on its behalf (A) has offered, paid, used or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (viviii) Each Seller Entity has complied in all material respects with all requirements of Law under Except as required by the Bank Secrecy Act and the USA Patriot Act, to the Knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by the Company or any employee thereof acting in its capacity as such. Neither the Company nor any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of the Company in the terms and each Seller Entity conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (ix) Since December 31, 2015, the Company has timely filed all reports of suspicious activityand statements, together with any amendments required to be made with respect thereto, that the Company was required to file with any Governmental Authority and all other reports and statements required to be filed by the Company since December 31, 2015, including those any report or statement required under 12 C.F.R. § 353.3to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and the Company has paid all fees and assessments due and payable in connection therewith. (x) The Company is not authorized to act in any capacity as a corporate fiduciary.

Compliance with Permits, Laws and Orders. (i) Each It and each of the Seller Entities its Subsidiaries has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, conducted and there has occurred no Raindance and its Subsidiaries are not in Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Neither it nor any of the Seller Entities its Subsidiaries is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None Neither it nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority since January 1, 2005 (or prior to such date, where the matters described in such notification or communication remain unresolved), (A) asserting that Seller it or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking, which restricts materially the conduct of its business, or in any material manner relates to its management in their capacity as management of Raindance. (iv) There (A) is no unresolved violation, criticism, violation or exception by any Governmental Authority with respect to any report or statement in its possession relating to any examinations or inspections of Seller it or any of its Subsidiaries, (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s its or any of Seller’s its Subsidiaries’ business, operations, policies, policies or procedures since its inceptionJanuary 1, 2005 (or after January 1, 2001 and prior to January 1, 2005, where such inquiry, disagreement or dispute remains unresolved), and (C) is not any pending or, to Seller’s its Knowledge, threatened, nor has threatened adverse investigation or review by any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities Neither it nor any of its directors, officers, employees, employees or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Compliance with Permits, Laws and Orders. (i) Each of the Seller Entities Company and its Subsidiaries has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its material assets and to carry on its business as now conducted, conducted and there has occurred no Default under any such Permit applicable to their respective businesses its business or employees conducting their its respective businessesbusiness. (ii) None Neither the Company nor any of the Seller Entities its Subsidiaries is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None Neither the Company nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller the Company or any of its Subsidiaries is in Default under any of the Permits, LawsLaws or Orders, or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller or advising that it may require the Company or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertakingundertaking that restricts materially the conduct of its business or in any material manner relates to its management or (D) requiring or advising that it may prohibit or substantially delay the consummation of transactions of the sort contemplated by this Agreement. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller the Company or any of its Subsidiaries, (B) are have been no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Sellerthe Company’s or any of Seller’s its Subsidiaries’ businessbusinesses, operations, policies, policies or procedures since its inceptionJanuary 1, 2005, and (C) is not any no pending or, to Seller’s its Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it the Company or any of its Subsidiaries. (v) None of Neither the Seller Entities Company, nor any of its subsidiaries, nor any of their directors, officers, employees, employees or Representatives acting on its their behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing anything of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1A) using any corporate funds for any unlawful contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4D) making any bribe, rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under Except as required by the Bank Secrecy Act and the USA Patriot Act, to the Company’s Knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by the Company or any of its Subsidiaries or any employee thereof acting in such capacity. Neither the Company nor any Subsidiary nor any officer, employee, contractor, subcontractor or agent of the Company or any Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (vii) Since January 1, 2005, the Company and each Seller Entity has timely of its Subsidiaries have filed all reports and statements, together with any amendments required to be made with respect thereto, that the Company and each of suspicious activityits Subsidiaries were required to file with any Governmental Authority and all other reports and statements required to be filed by the Company and each of its Subsidiaries since January 1, 2005, including those any report or statement required under 12 C.F.R. § 353.3to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority have been so filed, and the Company and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.

Compliance with Permits, Laws and Orders. (i) Each Steuben and each of the Seller Entities has its Subsidiaries have in effect all Permits and has have made all filings, applications, applications and registrations with Governmental Authorities that are required for it them to own, lease, lease or operate its their respective properties and assets and to carry on its business their respective businesses as now conducted, conducted (and have paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Steuben and each of the Seller Entities is its Subsidiaries are, and at all times since December 31, 2016 have been, in Default under any compliance in all material respects with all Laws or Orders applicable to its business their businesses, operations, properties or employees conducting its assets, including the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business, financing, leasing, collection or other practices, and all agency requirements relating to the origination, sale and servicing of mortgage loans and consumer loans. (iii) None Neither Steuben nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that Seller Steuben or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits. (iv) Neither Steuben nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2016, a recipient of any supervisory letter from, or since December 31, 2016, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (C) requiring Seller each, whether or not set forth in the Steuben Disclosure Letter, a “Steuben Regulatory Agreement”), nor has Steuben or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending been advised in writing or, to Seller’s Knowledgethe Knowledge of Steuben, threatenedorally, nor has since December 31, 2016, by any Regulatory Authority or other Governmental Authority indicated an intention to conduct anythat it is considering issuing, investigationinitiating, ordering or review of it or requesting any of its Subsidiariessuch Steuben Regulatory Agreement. (v) None of the Seller Entities Neither Steuben nor any of its Subsidiaries (nor to Steuben’s Knowledge any of their respective directors, officersexecutives, Representatives, agents or employees, ) (A) has used or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) is using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption Laws (4collectively, the “Anti-Corruption Laws”) making or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. Steuben and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Steuben and its Subsidiaries with all applicable Anti-Corruption Laws. (vi) Each Seller Entity has complied Steuben and its Subsidiaries are and since December 31, 2014 have been conducting operations at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements of Law under all money laundering Laws administered or enforced by any Governmental Authority in jurisdictions where Steuben and its Subsidiaries conduct business (collectively, the “Anti-Money Laundering Laws”). Steuben and its Subsidiaries have established and maintain a system of internal controls designed to ensure compliance by Steuben and its Subsidiaries with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws. (vii) Except as required by the Bank Secrecy Act and the USA Patriot Act, to Steuben’s Knowledge, no employee of Steuben or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Steuben or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Steuben nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Steuben or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Steuben or any of its Subsidiaries in the terms and each Seller Entity has timely filed conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (viii) Neither Steuben nor any of its Subsidiaries nor to the Knowledge of Steuben, any director, officer, agent, employee or any other Person acting on behalf of Steuben or any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by any Governmental Authority (collectively, “Sanctions”), nor is Steuben or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions (each, a “Sanctioned Country”). For the past five (5) years, Steuben and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. Steuben and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Steuben and its Subsidiaries with all reports of suspicious activity, including those required under 12 C.F.R. § 353.3applicable Sanctions.

Compliance with Permits, Laws and Orders. (i) Each Kinderhook and each of the Seller Entities has its Subsidiaries have in effect all Permits and has have made all filings, applications, applications and registrations with Governmental Authorities that are required for it them to own, lease, lease or operate its their respective properties and assets and to carry on its business their respective businesses as now conducted, conducted (and have paid all fees and assessments due and payable in connection therewith) and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None Kinderhook and each of the Seller Entities is its Subsidiaries are, and at all times since December 31, 2015 have been, in Default under any compliance in all material respects with all Laws or Orders applicable to its business their businesses, operations, properties or employees conducting its assets, including the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business, financing, leasing, collection or other practices, and all agency requirements relating to the origination, sale and servicing of mortgage loans and consumer loans. (iii) None Neither Kinderhook nor any of the Seller Entities its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that Seller Kinderhook or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits. (iv) Neither Kinderhook nor any of its Subsidiaries is subject to any cease-and- desist or other order or formal enforcement action issued by, or is a party to any formal written agreement, consent agreement or public memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2015, a recipient of any public supervisory letter from any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business. (Cv) requiring Seller or Neither Kinderhook nor any of its Subsidiaries (xnor to Kinderhook’s Knowledge any of their respective directors, executives, Representatives, agents or employees) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) has used or is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s or any of Seller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to Seller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful illegal contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2B) making has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption Laws (4collectively, the “Anti-Corruption Laws”) making or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback, kickback or other unlawful payment. Kinderhook and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Kinderhook and its Subsidiaries with all applicable Anti- Corruption Laws. (vi) Each Seller Entity has complied Kinderhook and its Subsidiaries are and since December 31, 2013 have been conducting operations at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements of Law under all money laundering Laws administered or enforced by any Governmental Authority in jurisdictions where Kinderhook and its Subsidiaries conduct business (collectively, the “Anti-Money (vii) Except as required by the Bank Secrecy Act and the USA Patriot Act, to Kinderhook’s Knowledge, no employee of Kinderhook or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Kinderhook or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Kinderhook nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Kinderhook or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Kinderhook or any of its Subsidiaries in the terms and each Seller Entity has timely filed conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (viii) Neither Kinderhook nor any of its Subsidiaries nor to the Knowledge of Kinderhook, any director, officer, agent, employee or any other Person acting on behalf of Kinderhook or any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by any Governmental Authority (collectively, “Sanctions”), nor is Kinderhook or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions (each, a “Sanctioned Country”). For the past five (5) years, Kinderhook and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. Kinderhook and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Kinderhook and its Subsidiaries with all reports of suspicious activity, including those required under 12 C.F.R. § 353.3applicable Sanctions.

Compliance with Permits, Laws and Orders. (i) Each of the Seller Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are material and required for it to own, lease, or operate its material assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Seller Entities has received any notification or communication from any Governmental Authority Authority, (A) asserting that Seller or any of its Subsidiaries is in Default under any of the Permits, Laws, Laws or Orders which such Governmental Authority enforces, (B) threatening to revoke any Permits, or (C) requiring Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking, which restricts materially the conduct of its business, or in any material manner relates to its management. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries, (B) are and no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to Seller’s 's or any of Seller’s 's Subsidiaries’ ' business, operations, policies, policies or procedures since its inceptionJanuary 1, 2001, and (C) is not any pending or, to Seller’s its Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, investigation or review of it or any of its Subsidiaries. (v) None of the Seller Entities nor any of its directors, officers, employees, employees or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (1) using any corporate funds for any unlawful contribution, gift, entertainment, entertainment or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, kickback or other unlawful payment. (vi) Each Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3ss. 21.11.