Common use of Permits; Compliance with Applicable Laws Clause in Contracts

Permits; Compliance with Applicable Laws. (a) Each of the Company and the Bank is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority necessary for it to own, lease and operate its properties or to carry on its business substantially as it is being conducted as of the date hereof (collectively, the “Company Permits”), and all such the Company Permits are valid, and in full force and effect, and, to the Company’s knowledge, no suspension or cancellation of any of them is threatened, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits are not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to the Company or the Bank. (b) Except as may otherwise be set forth in Section 4.11(b) of the Company Disclosure Schedule, neither the Company nor the Bank (i) is, and since January 1, 2009 was, in default or violation of (A) any the Company Permits or (B) any Applicable Laws applicable to the Company or the Bank or by which any property or asset of the Company or the Bank is bound or affected, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, all other fair lending laws and other laws relating to discriminatory business practices, and the requirements set forth in the rules and regulations of the Federal Reserve Board, DFI and FDIC or (ii) has received written notice of any regulatory concerns regarding its compliance with the foregoing, except in each case for any such defaults or violations that are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Except as may otherwise be set forth in Section 4.11(c) of the Company Disclosure Schedule, since January 1, 2009, neither the Company nor the Bank has received written notice of any regulatory concerns regarding its compliance with the Bank Secrecy Act or any related state or federal anti-money-laundering laws, regulations and guidelines, including without limitation with respect to those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (d) The Company and the Bank have adopted such procedures and policies as are, in the reasonable judgment of the Company’s management, necessary or appropriate to comply with Title III of the USA Patriot Act and, to the knowledge of the Company, are in material compliance with such procedures and policies. (e) Other than customary and ordinary periodic examinations by federal and state regulatory agencies, including, without limitation, the FRB and DFI, or except as set forth in Section 4.11(e) of the Company Disclosure Schedule or the SEC Reports, no investigation or review by any Governmental Entity with respect to the Company or the Bank is pending, or to the knowledge of the Company is threatened, nor has the Company nor the Bank received since January 1, 2009, any notification or communication in writing from any Governmental Authority (A) asserting that the Company or the Bank is not in compliance, in any material respect, with any of the Applicable Laws which such Governmental Authority enforces or (B) threatening to revoke any the Company Permit (nor, to the Company’s knowledge, do any grounds for any of the foregoing exist).

Permits; Compliance with Applicable Laws. (aA) The Company and its subsidiaries own and/or possess all permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the respective businesses of the Company and its subsidiaries (the "Permits") as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on the Company. Each such Permit is listed in Section 3.8 of the Company Disclosure Schedule. Each of the Company and the Bank its subsidiaries is in possession compliance with the terms of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority necessary for it to own, lease and operate its properties or to carry on its business substantially as it is being conducted as of the date hereof (collectively, the “Company Permits”), Permits and all such the Company Permits are valid, and in full force and effecteffect and no suspension, and, to the Company’s knowledge, no suspension modification or cancellation revocation of any of them is threatened, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits are not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to the Company or the Bank. (b) Except as may otherwise be set forth in Section 4.11(b) of the Company Disclosure Schedule, neither the Company nor the Bank (i) is, and since January 1, 2009 was, in default or violation of (A) any the Company Permits or (B) any Applicable Laws applicable to the Company or the Bank or by which any property or asset of the Company or the Bank is bound or affected, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, all other fair lending laws and other laws relating to discriminatory business practices, and the requirements set forth in the rules and regulations of the Federal Reserve Board, DFI and FDIC or (ii) has received written notice of any regulatory concerns regarding its compliance with the foregoing, except in each case for any such defaults or violations that are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Except as may otherwise be set forth in Section 4.11(c) of the Company Disclosure Schedule, since January 1, 2009, neither the Company nor the Bank has received written notice of any regulatory concerns regarding its compliance with the Bank Secrecy Act or any related state or federal anti-money-laundering laws, regulations and guidelines, including without limitation with respect to those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (d) The Company and the Bank have adopted such procedures and policies as are, in the reasonable judgment of the Company’s management, necessary or appropriate to comply with Title III of the USA Patriot Act andpending or, to the knowledge of the Company, are in material compliance with such procedures and policies. (e) Other than customary and ordinary periodic examinations by federal and state regulatory agenciesthreatened nor, including, without limitation, the FRB and DFI, or except as set forth in Section 4.11(e) of the Company Disclosure Schedule or the SEC Reports, no investigation or review by any Governmental Entity with respect to the Company or the Bank is pending, or to the knowledge of the Company is threatenedCompany, nor has do grounds exist for any such action, except where the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on the Company. (B) Each of the Company nor the Bank received since January 1and its subsidiaries is in compliance in all respects with all applicable statutes, 2009laws, any notification or communication in writing from any regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of each Governmental Authority (A) asserting that Entity applicable to the Company or its subsidiaries, except where the Bank is not failure to be in compliance, individually or in any the aggregate, would not reasonably be expected to have a material respectadverse effect on the Company. (C) Except for filings with respect to Taxes which is the subject of Section 3.10, and not covered by this Section 3.8(c), the Company and each of its subsidiaries have filed all regulatory reports, schedules, forms, registrations and other documents, together with any of amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the Applicable Laws which "Other Company Documents"), and have paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such Governmental Authority enforces payments and filings individually or (B) threatening to revoke any in the Company Permit (nor, to aggregate would not have a material adverse effect on the Company’s knowledge, do any grounds for any of the foregoing exist).

Permits; Compliance with Applicable Laws. (ai) Each Schedule 4.01(i)(1) contains a true and complete list of all licenses, certificates of occupancy, permits and other governmental authorizations or approvals (collectively, "Licenses") used in and, individually or in the aggregate with other such Licenses, material to the operation of the Company and its subsidiaries taken as a whole (and all pending applications for any such Licenses), setting forth the Bank is in possession grantor, the grantee, the function and the expiration date of each. Prior to the execution of this Agreement, the Company has made available to the Purchaser true and complete copies of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority necessary for it to own, lease and operate its properties or to carry on its business substantially such Licenses. Except as it is being conducted as of the date hereof (collectivelydisclosed in Schedule 4.01(i)(2), the “Company Permits”), and or its subsidiaries validly hold all such the Company Permits are Licenses, each such License is valid, binding and in full force and effect, and, to the Company’s knowledge, no suspension or cancellation of any of them is threatened, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits are not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to the Company or the Bank. (b) Except as may otherwise be set forth in Section 4.11(b) of the Company Disclosure Schedule, neither the Company nor the Bank (i) is, and since January 1, 2009 was, any subsidiary is in default (or violation of (A) any the Company Permits or (B) any Applicable Laws applicable to the Company or the Bank or by which any property or asset of the Company or the Bank is bound or affected, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, all other fair lending laws and other laws relating to discriminatory business practices, and the requirements set forth in the rules and regulations of the Federal Reserve Board, DFI and FDIC or (ii) has received written notice of any regulatory concerns regarding its compliance with the foregoinggiving of notice or lapse of time or both, would be in default) under any such License, except in each case for any such defaults or violations that are not reasonably expected to havewhich, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect material adverse effect on the Company. Except as disclosed in Schedule 4.01(i)(3), the consummation of the transactions contemplated by this Agreement will not result in a violation or termination of any License, except for violations or terminations which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company. (cii) Except as may otherwise be set forth in Section 4.11(c) of the Company Disclosure Schedule, since Since January 1, 20092000, neither the Company nor the Bank has received written notice of any regulatory concerns regarding and its compliance subsidiaries have conducted their business in accordance with the Bank Secrecy Act or any related state or federal anti-money-laundering all applicable laws, regulations including, without limitation, applicable laws relating to antitrust, consumer protection, equal opportunity, labor and guidelinesemployment, including without limitation with respect occupational safety and health, ERISA, pension, welfare and securities matters, except where the failure to those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (d) The Company and the Bank so comply would not reasonably be expected to have adopted such procedures and policies as are, in the reasonable judgment of a material adverse effect on the Company’s management, necessary or appropriate to comply with Title III of the USA Patriot Act and, to . To the knowledge of the Company, are in material compliance with such procedures and policies. (e) Other than customary and ordinary periodic examinations by federal and state regulatory agencies, including, without limitation, the FRB and DFI, or except as set forth in Section 4.11(e) of the Company Disclosure Schedule and its subsidiaries have not received any written notification of any asserted present or the SEC Reports, no investigation or review past failure by any Governmental Entity with respect to the Company or the Bank is pending, or any of its subsidiaries to the knowledge of the Company is threatened, nor has the Company nor the Bank received since January 1, 2009, any notification or communication in writing from any Governmental Authority (A) asserting that the Company or the Bank is not in compliance, comply in any material respectrespect with such laws, with any of which failures remain outstanding or unremedied on the Applicable Laws which such Governmental Authority enforces or (B) threatening to revoke any the Company Permit (nor, to the Company’s knowledge, do any grounds for any of the foregoing exist)date hereof.

Permits; Compliance with Applicable Laws. (ai) Each Except as set forth on Section 4Q(i) of the Company Seller Disclosure Schedule, each of the Company, each member of the Paper Group and the Bank their Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any clearances, and has submitted notices to, all Governmental Authority Entities necessary for it the Company, each member of the Paper Group and their Subsidiaries to own, lease and operate its properties or other assets and to carry on its business substantially their respective businesses as it is they are being conducted as of the date hereof in all material respects (collectively, the “Company Permits”), and all such the Company Permits are valid, and in full force and effect, and, to the Company’s knowledge, no suspension or cancellation of any of them is threatened, except where the any such failure to havehave or possess, failure to submit, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits are would not be reasonably expected have a Company Material Adverse Effect. (ii) Except as set forth on Section 4Q(ii) of the Seller Disclosure Letter or the other sections of the Seller Disclosure Letter, to Seller’s knowledge, each member of the Paper Group and its Subsidiaries have, either individually or in the aggregateand Seller and its other Subsidiaries have, a Material Adverse Effect solely with respect to the Company Business, since December 31, 2006, complied with all applicable statutes, laws, ordinances, rules, orders and regulations of any Governmental Entity (including the Foreign Corrupt Practices Act) applicable to the Paper Group and its Subsidiaries or the Bank. (b) Business, except to the extent any instances of non-compliance would not result in a Company Material Adverse Effect. Except as may otherwise be set forth in on Section 4.11(b4Q(ii) of the Company Seller Disclosure Schedule, neither the Company nor the Bank (i) is, and since January 1, 2009 was, in default or violation of (A) any the Company Permits or (B) any Applicable Laws applicable to the Company Letter or the Bank or by which any property or asset other sections of the Company or the Bank is bound or affectedSeller Disclosure Letter, includingto Seller’s knowledge, without limitationsince December 31, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, all other fair lending laws and other laws relating to discriminatory business practices, and the requirements set forth in the rules and regulations 2006 no member of the Federal Reserve Board, DFI and FDIC Paper Group or (ii) has received written notice any of its Subsidiaries or Seller or any regulatory concerns regarding of its compliance with the foregoing, except in each case for any such defaults or violations that are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect other Subsidiaries solely with respect to the Company. (c) Except as may otherwise be set forth in Section 4.11(c) of the Company Disclosure ScheduleBusiness, since January 1, 2009, neither the Company nor the Bank has received any written notice of any regulatory concerns regarding its compliance with the Bank Secrecy Act or any related state or federal anti-money-laundering laws, regulations and guidelines, including without limitation with respect to those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (d) The Company and the Bank have adopted such procedures and policies as are, in the reasonable judgment of the Company’s management, necessary or appropriate to comply with Title III of the USA Patriot Act and, to the knowledge of the Company, are in material compliance with such procedures and policies. (e) Other than customary and ordinary periodic examinations by federal and state regulatory agencies, including, without limitation, the FRB and DFI, or except as set forth in Section 4.11(e) of the Company Disclosure Schedule or the SEC Reports, no investigation or review by any communication from a Governmental Entity with respect to the Company or the Bank is pending, or to the knowledge that alleges that any of the Company is threatened, nor has the Company nor the Bank received since January 1, 2009, any notification or communication in writing from any Governmental Authority (A) asserting that the Company or the Bank them is not in compliancecompliance with all federal, in any material respectstate, with any of the Applicable Laws which such Governmental Authority enforces foreign or (B) threatening to revoke any the Company Permit (norlocal laws, rules and regulations applicable to the Company’s knowledgePaper Group and its Subsidiaries or the Business, do except to the extent any grounds for any instances of the foregoing exist)non-compliance would not result in a Company Material Adverse Effect.

Permits; Compliance with Applicable Laws. (ai) Each SCHEDULE 4.01(I)(1) contains a true and complete list of all licenses, certificates of occupancy, permits and other governmental authorizations or approvals (collectively, "LICENSES") used in and, individually or in the aggregate with other such Licenses, material to the operation of the Company and its subsidiaries taken as a whole (and all pending applications for any such Licenses), setting forth the Bank is in possession grantor, the grantee, the function and the expiration date of each. Prior to the execution of this Agreement, the Company has made available to the Purchaser true and complete copies of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority necessary for it to own, lease and operate its properties or to carry on its business substantially such Licenses. Except as it is being conducted as of the date hereof (collectivelydisclosed in SCHEDULE 4.01(I)(2), the “Company Permits”), and or its subsidiaries validly hold all such the Company Permits are Licenses, each such License is valid, binding and in full force and effect, and, to the Company’s knowledge, no suspension or cancellation of any of them is threatened, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits are not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to the Company or the Bank. (b) Except as may otherwise be set forth in Section 4.11(b) of the Company Disclosure Schedule, neither the Company nor the Bank (i) is, and since January 1, 2009 was, any subsidiary is in default (or violation of (A) any the Company Permits or (B) any Applicable Laws applicable to the Company or the Bank or by which any property or asset of the Company or the Bank is bound or affected, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, all other fair lending laws and other laws relating to discriminatory business practices, and the requirements set forth in the rules and regulations of the Federal Reserve Board, DFI and FDIC or (ii) has received written notice of any regulatory concerns regarding its compliance with the foregoinggiving of notice or lapse of time or both, would be in default) under any such License, except in each case for any such defaults or violations that are not reasonably expected to havewhich, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect material adverse effect on the Company. Except as disclosed in SCHEDULE 4.01(I)(3), the consummation of the transactions contemplated by this Agreement will not result in a violation or termination of any License, except for violations or terminations which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company. (cii) Except as may otherwise be set forth in Section 4.11(c) of the Company Disclosure Schedule, since Since January 1, 20092000, neither the Company nor the Bank has received written notice of any regulatory concerns regarding and its compliance subsidiaries have conducted their business in accordance with the Bank Secrecy Act or any related state or federal anti-money-laundering all applicable laws, regulations including, without limitation, applicable laws relating to antitrust, consumer protection, equal opportunity, labor and guidelinesemployment, including without limitation with respect occupational safety and health, ERISA, pension, welfare and securities matters, except where the failure to those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (d) The Company and the Bank so comply would not reasonably be expected to have adopted such procedures and policies as are, in the reasonable judgment of a material adverse effect on the Company’s management, necessary or appropriate to comply with Title III of the USA Patriot Act and, to . To the knowledge of the Company, are in material compliance with such procedures and policies. (e) Other than customary and ordinary periodic examinations by federal and state regulatory agencies, including, without limitation, the FRB and DFI, or except as set forth in Section 4.11(e) of the Company Disclosure Schedule and its subsidiaries have not received any written notification of any asserted present or the SEC Reports, no investigation or review past failure by any Governmental Entity with respect to the Company or the Bank is pending, or any of its subsidiaries to the knowledge of the Company is threatened, nor has the Company nor the Bank received since January 1, 2009, any notification or communication in writing from any Governmental Authority (A) asserting that the Company or the Bank is not in compliance, comply in any material respectrespect with such laws, with any of which failures remain outstanding or unremedied on the Applicable Laws which such Governmental Authority enforces or (B) threatening to revoke any the Company Permit (nor, to the Company’s knowledge, do any grounds for any of the foregoing exist)date hereof.

Permits; Compliance with Applicable Laws. (a) Each of the Company and the Bank is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority necessary for it to own, lease and operate its properties or to carry on its business substantially as it is being conducted as of the date hereof (collectively, the “Company Permits”), and all such the Company Permits are valid, and in full force and effect, and, to the Company’s knowledge, no suspension or cancellation of any of them is threatened, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits are not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to the Company or the Bank. (b) Except as may otherwise be set forth in Section 4.11(b) of the Company Disclosure ScheduleSchedule or in any of the Board Meeting Packages, or otherwise Previously Disclosed to any manager of the Xxxxxxxxx Fund Manager GP, LLC, neither the Company nor the Bank (i) is, and since January 1, 2009 2012 was, in default or violation of (A) any the Company Permits or (B) any Applicable Laws applicable to the Company or the Bank or by which any property or asset of the Company or the Bank is bound or affected, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, all other fair lending laws and other laws relating to discriminatory business practices, and the requirements set forth in the rules and regulations of the Federal Reserve Board, DFI and FDIC or (ii) has received written notice of any regulatory concerns regarding its compliance with the foregoing, except in each case for any such defaults or violations that are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Except as may otherwise be set forth in Section 4.11(c) of the Company Disclosure ScheduleSchedule or in any of the Board Meeting Packages, since January 1, 20092012, neither the Company nor the Bank has received written notice of any regulatory concerns regarding its compliance with the Bank Secrecy Act or any related state or federal anti-money-laundering laws, regulations and guidelines, including without limitation with respect to those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (d) The Company and the Bank have adopted in place such procedures and policies as are, in the reasonable judgment of the Company’s management, necessary or appropriate to comply with Title III of the USA Patriot Act and, to the knowledge of the Company, are in material compliance with such procedures and policies. (e) Other than customary and ordinary periodic examinations by federal and state regulatory agencies, including, without limitation, the FRB and DFI, or except as set forth in Section 4.11(e) of the Company Disclosure Schedule or Schedule, the SEC ReportsReports or any of the Board Meeting Packages, no investigation or review by any Governmental Entity with respect to the Company or the Bank is pending, or to the knowledge of the Company is threatened, nor has the Company nor the Bank received since January 1, 2009, 2012 any notification or communication in writing from any Governmental Authority (A) asserting that the Company or the Bank is not in compliance, in any material respect, with any of the Applicable Laws which such Governmental Authority enforces or (B) threatening to revoke any the Company Permit (nor, to the Company’s knowledge, do any grounds for any of the foregoing exist).

Permits; Compliance with Applicable Laws. (a) Each The Company and each Enterprise hold, and have at all times since January 1, 2020 or, in the case of the Company, since its formation, held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would, in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and the Bank is Enterprises, as a whole, or any Enterprise taken as a business unit. The Company and each Enterprise are not in possession material default in any respect under any of all authorizations, licensessuch franchises, permits, certificates, approvals licenses or other similar authority and clearances of any Governmental Authority necessary for it to own, lease and operate its properties or to carry on its business substantially as it is being conducted as of the date hereof (collectively, the “Company Permits”), and all such the Company Permits are valid, and in full force and effect, and, to the Company’s knowledge, no suspension or cancellation of any of them such necessary license, franchise, permit or authorization is threatened, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits are not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to the Company or the Bank. (b) Except as may otherwise be set forth in Section 4.11(b) of the Company Disclosure Schedule, neither the Company nor the Bank (i) is, and since Since January 1, 2009 was2020 or in the case of the Company, since its formation the Company and each Enterprise have complied in all material respects with and are not in material default or material violation under any applicable law, statute, order, rule, regulation, policy and/or guideline of (A) any the Company Permits or (B) any Applicable Laws applicable governmental entity relating to the business, operations, properties or assets of Company or any Enterprise, including without limitation laws related to data protection or privacy, the USA PATRIOT ACT, the Bank or by which any property or asset of the Company or the Bank is bound or affected, including, without limitationSecrecy Act, the Equal Credit Opportunity ActAct and Regulation B, the Fair Housing Act, the Community Reinvestment Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Bank Secrecy Fair Debt Collection Practices Act, all other fair lending laws 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 SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other laws relating to bank secrecy, discriminatory business practiceslending, and the requirements set forth in the rules and regulations of the Federal Reserve Board, DFI and FDIC or (ii) has received written notice of any regulatory concerns regarding its compliance with the foregoing, except in each case for any such defaults or violations that are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Companymoney laundering prevention. (c) Except as may otherwise be set forth in Section 4.11(c2.8(c) of the Company Disclosure Schedule, since January 1, 2009, neither the Company nor the Bank has received written notice of any regulatory concerns regarding its compliance with the Bank Secrecy Act 2020 or any related state or federal anti-money-laundering laws, regulations and guidelines, including without limitation with respect to those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (d) The Company and the Bank have adopted such procedures and policies as are, in the reasonable judgment of the Company’s management, necessary or appropriate to comply with Title III of the USA Patriot Act and, to the knowledge case of the Company, are in material compliance with such procedures since its formation,: (i) Company and policies. (e) Other than customary and ordinary periodic examinations by federal and state regulatory agencies, including, without limitation, the FRB and DFI, or except as set forth in Section 4.11(e) of the Company Disclosure Schedule or the SEC Reports, no investigation or review by Enterprises have not received any Governmental Entity with respect to the Company or the Bank is pending, or to the knowledge of the Company is threatened, nor has the Company nor the Bank received since January 1, 2009, any written notification or communication in writing from any Governmental Authority (A) governmental entity or the staff thereof asserting that the Company or the Bank is Enterprises are not in compliance, in any material respect, compliance with any applicable law, statute, order, rule, regulation, policy and/or guideline relating to the business, operations, properties or assets of Company or any Enterprise; and (ii) Company and the Applicable Laws which such Governmental Authority enforces Enterprises are not subject to any pending, or (B) threatening to revoke any the Company Permit (nor, to the Company’s knowledge, do threatened investigation, cease and desist or other order or enforcement action issued by, or is a party to any grounds for written agreement, consent agreement or memorandum of understanding with, or is a party to any of the foregoing exist)commitment letter, safety and soundness compliance plan, or similar undertaking, or has any unpaid civil money penalty.

Permits; Compliance with Applicable Laws. (a) Each of the Company Seller and the Bank is in possession of its Subsidiaries hold all authorizationsmaterial permits, licenses, permitsvariances, certificatesauthorizations, exemptions, orders, registrations and approvals of all Governmental Authorities that are required for the operation of their respective businesses (the "Seller Permits"), and clearances there has occurred no material violation of, suspension, reconsideration, imposition of material penalties or fines, imposition of additional material conditions or requirements, material default (or event which would with or without notice or lapse of time or both reasonably be expected to result in a material default) under, or event giving rise to any right of revocation, termination, material amendment, material modification or cancellation of, with or without notice or lapse of time or both, any such Seller Permit. Except as set forth in Section 4.11 of the Seller Disclosure Letter, none of the execution, delivery or performance of this Agreement by Seller, the consummation by Seller of the transactions contemplated hereby or compliance by Seller with any of the provisions hereof will result in the revocation, termination, amendment, modification or cancellation of, with or without notice or lapse of time or both, any Seller Permit. Seller and each of its Subsidiaries is in compliance with the terms of the Seller Permits and all applicable laws, regulations, statutes, ordinances, rules, orders, writs, judgments, injunctions, decrees, stipulations, determinations, awards or requirements of any Governmental Authority necessary for it to own, lease and operate its properties or to carry on its business substantially as it is being conducted as of the date hereof (collectively, the “Company Permits”"Laws"), and all such the Company Permits are valid, and in full force and effect, and, to the Company’s knowledge, no suspension or cancellation of any of them is threatened, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits are not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to the Company or the Bank. (b) Except as may otherwise be set forth in Section 4.11(b) of the Company Disclosure Schedule, neither the Company nor the Bank (i) is, and since January 1, 2009 was, in default or violation of (A) any the Company Permits or (B) any Applicable Laws applicable to the Company or the Bank or by which any property or asset of the Company or the Bank is bound or affected, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, all other fair lending laws and other laws relating to discriminatory business practices, and the requirements set forth in the rules and regulations of the Federal Reserve Board, DFI and FDIC or (ii) has received written notice of any regulatory concerns regarding its compliance with the foregoing, except in each case for any such defaults or violations that are not reasonably expected to havecomply, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect with respect to the Company. (c) Effect. Except as may otherwise be set forth in Section 4.11(c) of the Company Disclosure Schedule, since January 1, 2009, neither the Company nor the Bank has received written notice of any regulatory concerns regarding its compliance with the Bank Secrecy Act or any related state or federal anti-money-laundering laws, regulations and guidelines, including without limitation with respect to those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (d) The Company and the Bank have adopted such procedures and policies as are, disclosed in the reasonable judgment of the Company’s management, necessary Filed Seller SEC Reports or appropriate to comply with Title III of the USA Patriot Act and, to the knowledge of the Company, are in material compliance with such procedures and policies. (e) Other than customary and ordinary periodic examinations by federal and state regulatory agencies, including, without limitation, the FRB and DFI, or except as set forth in Section 4.11(e) 4.11 of the Company Seller Disclosure Schedule Letter, the businesses of Seller and its Subsidiaries are not being conducted in violation of any Law, ordinance or the SEC Reports, no investigation or review by any Governmental Entity with respect to the Company or the Bank is pending, or to the knowledge regulation of the Company is threatened, nor has the Company nor the Bank received since January 1, 2009, any notification or communication in writing from any Governmental Authority (A) asserting that the Company or the Bank is including but not in compliance, in any material respect, with any of the Applicable Laws which such Governmental Authority enforces or (B) threatening to revoke any the Company Permit (nor, limited to the Company’s knowledgeXxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001), except for possible violations, which, individually or in the aggregate, do any grounds for any of the foregoing exist)not have, and would not reasonably be expected to have, a Seller Material Adverse Effect.

Permits; Compliance with Applicable Laws. The Company and each of its Subsidiaries have conducted their businesses in compliance with all Applicable Laws (aincluding, without limitation, the U.S. Foreign Corrupt Practices Act, as amended, and PRC anti-bribery laws) Each of except as may be disclosed in the SEC Documents and as would not have a Material Adverse Effect. Except as may be disclosed in the SEC Documents, the Company and the Bank is in possession each of its Subsidiaries have all authorizationspermits, licenses, permitsauthorizations, certificatesconsents, orders and approvals and clearances of any Governmental Authority necessary for it to own(collectively, lease and operate its properties or “Permits”) that are required in order to carry on its their business substantially as it is being conducted presently conducted, except where the failure to have such Permits or the failure to make such filings, applications and registrations, would not have a Material Adverse Effect. Except as of may be disclosed in the date hereof (collectivelySEC Documents, the “Company Permits”), and all such the Company Permits are valid, and in full force and effect, effect and, to the knowledge of the Company’s knowledge, no suspension or cancellation of any of them is threatened, except where the failure to havesuch absence, or the suspension or cancellation ofcancellation, or failure to be valid or in full force and effect of, any of the Company Permits are would not be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect Effect. The Company is in compliance with respect to the Company or the Bank. (b) Except as may otherwise be set forth in Section 4.11(b) of the Company Disclosure Schedule, neither the Company nor the Bank (i) is, applicable listing and since January 1, 2009 was, in default or violation of (A) any the Company Permits or (B) any Applicable Laws applicable to the Company or the Bank or by which any property or asset of the Company or the Bank is bound or affected, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, all other fair lending laws and other laws relating to discriminatory business practices, and the requirements set forth in the corporate governance rules and regulations of the Federal Reserve BoardNYSE. The Company and its Subsidiaries have taken no action designed to, DFI or reasonably likely to have the effect of, delisting the ADSs from the NYSE. The Company has not received any notification that the SEC or the NYSE is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto), and FDIC or (ii) has received written notice no knowledge of any regulatory concerns regarding facts that would reasonably be expected to lead to delisting or suspension of its ADSs from the NYSE in the foreseeable future. The Company is in compliance with the foregoing, except Sxxxxxxx-Xxxxx Act in each case for any such defaults or violations that are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Companyall material respects. (c) Except as may otherwise be set forth in Section 4.11(c) of the Company Disclosure Schedule, since January 1, 2009, neither the Company nor the Bank has received written notice of any regulatory concerns regarding its compliance with the Bank Secrecy Act or any related state or federal anti-money-laundering laws, regulations and guidelines, including without limitation with respect to those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (d) The Company and the Bank have adopted such procedures and policies as are, in the reasonable judgment of the Company’s management, necessary or appropriate to comply with Title III of the USA Patriot Act and, to the knowledge of the Company, are in material compliance with such procedures and policies. (e) Other than customary and ordinary periodic examinations by federal and state regulatory agencies, including, without limitation, the FRB and DFI, or except as set forth in Section 4.11(e) of the Company Disclosure Schedule or the SEC Reports, no investigation or review by any Governmental Entity with respect to the Company or the Bank is pending, or to the knowledge of the Company is threatened, nor has the Company nor the Bank received since January 1, 2009, any notification or communication in writing from any Governmental Authority (A) asserting that the Company or the Bank is not in compliance, in any material respect, with any of the Applicable Laws which such Governmental Authority enforces or (B) threatening to revoke any the Company Permit (nor, to the Company’s knowledge, do any grounds for any of the foregoing exist).

Permits; Compliance with Applicable Laws. (a) Each Except as disclosed in Section 3.11 of the Company Disclosure Schedule, each of the Companies and the Bank is Subsidiaries has and maintains in possession of full force and effect all federal, state, municipal, local and foreign governmental approvals, authorizations, consents, franchises, licenses, permitspermits and rights (collectively, certificates, approvals and clearances of any Governmental Authority “Permits”) necessary for it to own, lease and or operate its properties or and assets and to carry on its business substantially as it is being conducted as of now conducted, except where the date hereof (collectively, the “Company Permits”), and all failure to maintain such the Company Permits are valid, and in full force and effecteffect would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.11 of the Disclosure Schedule, andthe Companies and the Subsidiaries are, to and since January 1, 2010 have been, in material compliance with all Applicable Laws, Governmental Orders and the Company’s knowledgeterms of the Permits and no revocation, no lapse, limitation, suspension or cancellation of any of them the Permits is threatenedpending or, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits are not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to the Company or the Bank. (b) Knowledge of Seller, has been threatened in writing. Except as may otherwise be set forth in Section 4.11(b) 3.11 of the Company Disclosure Schedule, neither the Company nor the Bank (i) is, and since January 1, 2009 was, in default or violation of (A) any the Company Permits or (B) any Applicable Laws applicable to the Company or the Bank or by which any property or asset of the Company or the Bank is bound or affected, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, all other fair lending laws and other laws relating to discriminatory business practices, and the requirements set forth in the rules and regulations of the Federal Reserve Board, DFI and FDIC or (ii) has received written notice of any regulatory concerns regarding its compliance with the foregoing, except in each case for any such defaults or violations that are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Except as may otherwise be set forth in Section 4.11(c) of the Company Disclosure Schedule, since January 1, 20092010, neither none of the Company nor Companies or the Bank Subsidiaries has received written notice from any Governmental Entity asserting material noncompliance with any Applicable Law or Governmental Order. Each of any regulatory concerns regarding its compliance with the Bank Secrecy Act or any related state or federal anti-money-laundering laws, regulations and guidelines, including without limitation with respect to those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (d) The Company Companies and the Bank Subsidiaries have adopted such procedures established and policies as are, in the reasonable judgment of the Company’s management, necessary or appropriate to comply with Title III of the USA Patriot Act and, to the knowledge of the Company, are in material compliance with such procedures commercially reasonable security programs and policies. policies to protect (ei) Other than customary the security, confidentiality and ordinary periodic examinations by federal integrity of transactions executed through their computer systems, including encryption and/or other security protocols and state regulatory agenciestechniques when appropriate; and (ii) the security, including, without limitation, the FRB confidentiality and DFI, integrity of all confidential or except as set forth in Section 4.11(e) proprietary data. Each of the Company Disclosure Schedule Companies and Subsidiaries has employed commercially reasonable and appropriate administrative, physical and technical safeguards to protect the confidentiality, availability and integrity of personal and health information to which they have access. Since January 1, 2010, none of the Companies or the SEC Reports, no investigation or review by any Governmental Entity Subsidiaries has suffered a material security breach with respect to the Company their data or the Bank is pending, systems or has notified customers or employees of any information security breach pursuant to the knowledge of the Company is threatened, nor has the Company nor the Bank received since January 1, 2009, any notification or communication in writing from any Governmental Authority (A) asserting that the Company or the Bank is not in compliance, in any material respect, with any of the Applicable Laws which such Governmental Authority enforces or (B) threatening to revoke any the Company Permit (nor, to the Company’s knowledge, do any grounds for any of the foregoing exist)Law.