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

Compliance with Laws, Permits and Instruments. (a) The Company and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it under this Agreement to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time shall not be in default) under, or in violation of, (i) any provision of the Articles of Incorporation of the Company or any of its Subsidiaries or the Bylaws or other governing documents of the Company or any of its Subsidiaries (collectively, the “Company Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to the Company, its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any material Law or Order of any Governmental Entity applicable to the Company or any of its Subsidiaries or their respective assets, operations, properties or businesses. (b) The Company and each of its Subsidiaries has complied 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 Entity relating to it, including, without limitation and as applicable, all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, Federal Consumer Credit 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, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices, the United States Foreign Corrupt Practices Act and the International Money Laundering Abatement and Anti-Terrorist Financing Act and any other law relating to consumer protection, bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans and all other laws and regulations governing the operations of a federally insured financial institution (collectively, “Banking Laws”). The Company and the Bank have neither had nor suspected any material incidents of fraud or defalcation involving the Company, the Bank or any of their respective officers, directors or Affiliates during the last three (3) years. The Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to the Bank that are designed to properly monitor transaction activity (including wire transfers).

Compliance with Laws, Permits and Instruments. (a) The Company and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it under this Agreement to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time shall will not be in default) under, or in violation of, (i) any provision of the Articles Certificate of Incorporation Formation of the Company or any of its Subsidiaries or the Bylaws or other governing documents of the Company or any of its Subsidiaries (collectively, the “Company Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to the Company, its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any material Law or Order of any Governmental Entity applicable to the Company or any of its Subsidiaries or their respective assets, operations, properties or businesses. (b) The Company and each of its Subsidiaries has complied 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 Entity Body relating to it, including, without limitation and as applicable, all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, Federal Consumer Credit 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, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices, the United States Foreign Corrupt Practices Act and the International Money Laundering Abatement and Anti-Terrorist Financing Act and any other law relating to consumer protection, bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans and all other laws and regulations governing the operations of a federally insured financial institution (collectively, “Banking Laws”). The Company and the Bank have neither had nor suspected any material incidents of fraud or defalcation involving the Company, the Bank or any of their respective officers, directors or Affiliates during the last three (3) two years. The Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to the Bank that are designed to properly monitor transaction activity (including wire transfers). The Bank is designated as a small bank for purposes of the Community Reinvestment Act and has a Community Reinvestment Act rating of “satisfactory.” (c) The execution, delivery and performance of this Agreement (provided the required regulatory and shareholder approvals are obtained) and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the Constituent Documents, (ii) any material mortgage, indenture, lease, contract, agreement or other instrument applicable to the Company or any of its Subsidiaries or their respective assets, operations, properties or businesses or (iii) any material Law or Order of any Governmental Entity applicable to the Company and any of its Subsidiaries and their respective assets, operations, properties and businesses, taken as a whole.

Compliance with Laws, Permits and Instruments. (a) The Company and each of its Subsidiaries have in all material respects MBank has performed and abided by all obligations required to be performed by it under this Agreement to the date hereofit, and have has complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time shall will not be in default) under, or in violation of, (i) any provision of the Articles of Incorporation of the Company or any of its Subsidiaries or the Bylaws or other governing documents of the Company or any of its Subsidiaries (collectively, the “Company MBank Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument material Contract applicable to the Company, its Subsidiaries Transferred Assets or their respective assets, operations, properties or businesses, Assumed Liabilities or (iii) any material Law Law, Order or Order of any Governmental Entity Permit applicable to MBank, the Company Transferred Assets or any of its Subsidiaries or their respective assets, operations, properties or businessesAssumed Liabilities. (b) The Company Merchants Bancorp has performed and each of its Subsidiaries has complied in abided by all material respects obligations to be performed by it with respect to the Trust Preferred Securities and is not in material default or violation under any applicable law, statute, order, rule, regulation, policy and/or guideline compliance with the terms of any Governmental Entity relating all instruments and documents entered into by it with respect to it, including, without limitation and Trust Preferred Securities except that Merchants Bancorp has deferred payments of accrued interest on the Trust Preferred Securities as applicable, all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, Federal Consumer Credit Protection Act any regulations promulgated a result of regulatory action 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, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices, the United States Foreign Corrupt Practices Act and the International Money Laundering Abatement and Anti-Terrorist Financing Act and any other law relating to consumer protection, bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve ActBoard. (c) The execution, delivery and (provided the required regulatory approvals from the Approving Authorities and the Shareholder Approval are obtained) performance of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict in any material respect with, result in any violation or breach of, or result in a material default under (i) the Constituent Documents of MBank or Merchants Bancorp, (ii) the Assumed Contracts or the Leases, (iii) any provision of any other Contract applicable to the Transferred Assets, Assumed Liabilities, or the Trust Preferred Securities, or (iv) any material Law, Order or Permit applicable to MBank, Merchants Bancorp, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans and all other laws and regulations governing the operations of a federally insured financial institution (collectively, “Banking Laws”). The Company and the Bank have neither had nor suspected any material incidents of fraud Transferred Assets or defalcation involving the Company, the Bank or any of their respective officers, directors or Affiliates during the last three (3) years. The Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to the Bank that are designed to properly monitor transaction activity (including wire transfers)Assumed Liabilities.

Compliance with Laws, Permits and Instruments. (a) The Company SPFI, Merger Sub and each of its Subsidiaries City Bank have in all material respects performed and abided by all obligations required to be performed by it under this Agreement to the date hereof, and have has complied with, and is are in compliance with, and is are not in default (and with the giving of notice or the passage of time shall will not be in default) under, or in violation of, (i) any provision of the Articles respective Certificates of Incorporation of the Company or any of its Subsidiaries Formation or the Bylaws bylaws of SPFI, Merger Sub and City Bank, as applicable, or other governing documents of the Company or any of its Subsidiaries (collectively, the “Company Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to the CompanySPFI, its Subsidiaries Merger Sub, City Bank or their respective assets, operations, properties or businesses, or (iii) any . SPFI is in material Law or Order compliance with all applicable listing and corporate governance rules of any Governmental Entity applicable to the Company or any of its Subsidiaries or their respective assets, operations, properties or businessesNASDAQ. (b) The Company SPFI, Merger Sub and each of its Subsidiaries has City Bank have complied in all material respects with and is are not in material default or violation under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity Authority relating to itSPFI, Merger Sub or City Bank, including, without limitation and as applicable, all laws related to data protection banking Laws. None of SPFI, Merger Sub or privacy, the USA PATRIOT Act, the City 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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, Federal Consumer Credit 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, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices, the United States Foreign Corrupt Practices Act and the International Money Laundering Abatement and Anti-Terrorist Financing Act and any other law relating to consumer protection, bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans and all other laws and regulations governing the operations of a federally insured financial institution (collectively, “Banking Laws”). The Company and the Bank have neither has had nor suspected any material incidents of fraud or defalcation involving the CompanySPFI, the Merger Sub City Bank or any of their respective officers, directors or Affiliates during the last three two (32) years. The Each of SPFI and City Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to the Bank that are designed to properly monitor monitored transaction activity (including wire transfers). City Bank is designated as an intermediate small bank for purposes of the Community Reinvestment Act and has a Community Reinvestment Act rating of “satisfactory.” (c) SPFI, Merger Sub and City Bank have filed all reports, registrations and statements, together with any amendments required to be made thereto, that are required to be filed with the FDIC, the TDB, or any other Governmental Authority having supervisory jurisdiction over SPFI, Merger Sub and City Bank, and such reports, registrations and statements as finally amended or corrected, are true and correct in all material respects. Except for normal examinations conducted by bank Regulatory Agencies in the Ordinary Course of Business or as set forth in Schedule 5.04(c), no Governmental Authority has initiated any proceeding or, to SPFI’s and City Bank’s Knowledge, investigation into the business or operations of SPFI, City Bank or their respective subsidiaries. There is no material unresolved violation, criticism or exception by any bank Regulatory Agency with respect to any report relating to any examinations of SPFI, Merger Sub or City Bank. SPFI is “well capitalized” (as that term is defined in 12 C.F.R. § 225.2(r)) and “well managed” (as that term is defined is 12 C.F.R. § 225.2(s)). City Bank is “well capitalized” (as that term is defined in 12 C.F.R. § 325.103(b)(1)).