Common use of Absence of Proceedings and Orders Clause in Contracts

Absence of Proceedings and Orders. (a) There is no Proceeding pending or, to the Seller’s Knowledge, threatened in writing against the Seller or any Seller Subsidiary or any of their properties or assets or challenging the validity or propriety of the transactions contemplated by this Agreement which, if determined adversely to the Seller or such Seller Subsidiary, would reasonably be expected to result in the Seller or such Seller Subsidiary incurring a liability in an amount equal to or greater than $100,000. (b) There is no Order imposed upon the Seller, any of the Seller Subsidiaries or the assets of the Seller or any of the Seller Subsidiaries, including, without limitation, any Order relating to any of the transactions contemplated by this Agreement. (c) Except as set forth in the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (without giving effect to any amendment filed after the date of this Agreement), neither the Seller nor any of the Seller Subsidiaries is subject to and, to the Seller’s Knowledge, there are no facts and/or circumstances in existence that will result in the Seller or any of the Seller Subsidiaries becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or has adopted any extraordinary board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of it or any of the Seller Subsidiaries, nor has any Governmental Authority advised it in writing or, to the Seller’s Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or extraordinary supervisory letter or any such board resolutions, nor, to the Seller’s Knowledge, has any Governmental Authority commenced an investigation in connection therewith. (d) The Seller is not aware of, has not been advised of, and has no reason to believe that any facts or circumstances exist which would cause it or any of the Seller Subsidiaries to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), any Order issued by OFAC, or any other applicable anti-money laundering Laws; or (ii) not in satisfactory compliance with the applicable privacy and customer information requirements contained in any privacy, data protection or security breach notification Laws, including, without limitation, Title V of the GLB Act and the provisions of the information security program adopted pursuant to 12 C.F.R Part 40. The Seller is not aware of any facts or circumstances which would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial action. The Seller (or where appropriate the Seller Subsidiary) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act and it (or such other of the Seller Subsidiaries) has complied in all respects with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act or any other anti-money laundering Laws.

Absence of Proceedings and Orders. (a) There is no Proceeding pending or, to the Seller’s Knowledge, threatened in writing against the Seller or any Seller Subsidiary or any of their properties or assets or challenging the validity or propriety of the transactions contemplated by this Agreement which, if determined adversely to the Seller or such Seller Subsidiary, would reasonably be expected to result in the Seller or such Seller Subsidiary incurring a liability in an amount equal to or greater than $100,000. (b) There is no Order imposed upon the Seller, any of the Seller Subsidiaries or the assets of the Seller or any of the Seller Subsidiaries, including, without limitation, any Order relating to any of the transactions contemplated by this Agreement, which has had, or would reasonably be expected to have, a Seller Material Adverse Effect. (c) Except as set forth in the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 2006 or its Quarterly Report on Form 10-Q for the quarter ended September 30March 31, 2006 2007 (without giving effect to any amendment filed after the date of this Agreement), neither the Seller nor any of the Seller Subsidiaries is subject to and, to the Seller’s Knowledge, there are no facts and/or circumstances in existence that will result in the Seller or any of the Seller Subsidiaries becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or has adopted any extraordinary board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of it or any of the Seller Subsidiaries, nor has any Governmental Authority advised it in writing or, to the Seller’s Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or extraordinary supervisory letter or any such board resolutions, nor, to the Seller’s Knowledge, has any Governmental Authority commenced an investigation in connection therewith. (d) The Seller is not aware of, has not been advised of, and has no reason to believe that in the existence of, any facts or circumstances exist which would cause it or any of the Seller Subsidiaries to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), any Order issued by OFAC, or any other applicable anti-money laundering Laws; or (ii) not in satisfactory compliance with the applicable privacy and customer information requirements contained in any privacy, data protection or security breach notification Laws, including, without limitation, Title V of the GLB Act and the provisions of the information security program adopted pursuant to 12 C.F.R Part 40. The Seller is not aware of any facts or circumstances which would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial action. The Seller (or where appropriate the Seller Subsidiary) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act and it (or such other of the Seller Subsidiaries) has complied in all respects with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act or any other anti-money laundering Laws.

Absence of Proceedings and Orders. (a) There is no Proceeding pending or, to the SellerCompany’s Knowledge, threatened in writing against the Seller Company or any Seller Company Subsidiary or any of their properties or assets or challenging the validity or propriety of the transactions contemplated by this Agreement Agreement, as to which there is a reasonable probability of an adverse determination and which, if determined adversely to the Seller or such Seller Subsidiarydetermined, would reasonably be expected to result in the Seller or such Seller Subsidiary incurring have a liability in an amount equal to or greater than $100,000Company Material Adverse Effect. (b) There is no Order imposed upon the SellerCompany, any of the Seller Company Subsidiaries or the assets of the Seller Company or any of the Seller Company Subsidiaries, including, without limitation, any Order relating to any of the transactions contemplated by this Agreement, which has had, or which would reasonably be expected to have, a Company Material Adverse Effect. (c) Except as set forth in The Company has made available to the Seller’s Annual Report on Form 10-K for Seller a complete and correct copy of any amendments or modifications which are required to be filed with the fiscal year ended December 31SEC, 2005 or its Quarterly Report on Form 10-Q for but have not yet been filed with the quarter ended September 30SEC, 2006 to (without giving effect i) the Company SEC Reports filed prior to any amendment filed after the date of this Agreement)hereof, neither and (ii) Contracts which previously have been filed by the Seller nor any of Company with the Seller Subsidiaries is subject to and, SEC pursuant to the Seller’s Knowledge, there are no facts and/or circumstances in existence that will result in the Seller or any of the Seller Subsidiaries becoming subject to, any written Order, agreement Securities Act and Exchange Act (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or has adopted any extraordinary board resolutions at the request of, any Governmental Authority charged together with the supervision or regulation of financial institutions or issuers of securities or engaged in Company SEC Reports, the insurance of deposits or the supervision or regulation of it or any of the Seller Subsidiaries, nor has any Governmental Authority advised it in writing or, to the Seller’s Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or extraordinary supervisory letter or any such board resolutions, nor, to the Seller’s Knowledge, has any Governmental Authority commenced an investigation in connection therewith“Company SEC Documents”). (d) The Seller Company is not aware of, has not been advised of, and has no reason to believe that any facts or circumstances exist which would cause it or any of the Seller Company Subsidiaries to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), any Order issued by OFAC, or any other applicable anti-money laundering Laws, except where any such violation would not have a Company Material Adverse Effect; or (ii) not in satisfactory compliance with the applicable privacy and customer information requirements contained in any privacy, data protection or security breach notification Laws, including, without limitation, Title V of the GLB Act and the provisions of the information security program adopted pursuant to 12 C.F.R C.F.R. Part 40, except where the failure to so comply would not have a Company Material Adverse Effect. The Seller is not aware of any facts or circumstances which would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial action. The Seller Company (or where appropriate the Seller Company Subsidiary) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act and it (or such other of the Seller Company Subsidiaries) has complied in all respects respects, except where the failure to comply would not have a Company Material Adverse Effect, with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act or any other anti-money laundering Laws.

Absence of Proceedings and Orders. (a) There is no Proceeding pending or, to the Seller’s Knowledge, threatened in writing against the Seller or any Seller Subsidiary or any of their properties or assets or challenging the validity or propriety of the transactions contemplated by this Agreement which, if determined adversely to the Seller or such Seller Subsidiary, would reasonably be expected to result in the Seller or such Seller Subsidiary incurring a liability in an amount equal to or greater than $100,000Agreement. (b) There is no Order imposed upon the Seller, any of the Seller Subsidiaries or the assets of the Seller or any of the Seller Subsidiaries, including, without limitation, any Order relating to any of the transactions contemplated by this Agreement. (c) Except as set forth in the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (without giving effect to any amendment filed after the date of this Agreement), neither Neither the Seller nor any of the Seller Subsidiaries is subject to and, to the Seller’s Knowledge, there are no facts and/or circumstances in existence that will result in the Seller or any of the Seller Subsidiaries becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or has adopted any extraordinary board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of it or any of the Seller Subsidiaries, nor has any Governmental Authority advised it in writing or, to the Seller’s Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or extraordinary supervisory letter or any such board resolutions, nor, to the Seller’s Knowledge, has any Governmental Authority commenced an investigation in connection therewith. (d) The Seller is not aware of, has not been advised of, and has no reason to believe that any facts or circumstances exist which would cause it or any of the Seller Subsidiaries to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), any Order issued by OFAC, or any other applicable anti-money laundering Laws; or (ii) not in satisfactory compliance with the applicable privacy and customer information requirements contained in any privacy, data protection or security breach notification Laws, including, without limitation, Title V of the GLB Act and the provisions of the information security program adopted pursuant to 12 C.F.R Part 40. The Seller is not aware of any facts or circumstances which would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial action. The Seller (or where appropriate the Seller Subsidiary) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act and it (or such other of the Seller Subsidiaries) has complied in all respects with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act or any other anti-money laundering Laws.

Absence of Proceedings and Orders. (a) There is no Proceeding pending or, to the Seller’s Knowledge, threatened in writing against the Seller or any Seller Subsidiary or any of their properties or assets or challenging the validity or propriety of the transactions contemplated by this Agreement whichAgreement, if determined adversely to other than those Proceedings set forth on Section 2.9(a) of the Seller or such Seller Subsidiary, would reasonably be expected to result in the Seller or such Seller Subsidiary incurring a liability in an amount equal to or greater than $100,000Disclosure Schedule. (b) There is no Order imposed upon the Seller, any of the Seller Subsidiaries or the assets of the Seller or any of the Seller Subsidiaries, including, without limitation, any Order relating to any of the transactions contemplated by this Agreement, other than those Orders set forth on Section 2.9(b) the Disclosure Schedule. (c) Except as set forth in the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (without giving effect to any amendment filed after the date of this Agreement), neither Neither the Seller nor any of the Seller Subsidiaries is subject to and, to the Seller’s Knowledge, there are no facts and/or circumstances in existence that will result in the Seller or any of the Seller Subsidiaries becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or has adopted any extraordinary board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of it or any of the Seller Subsidiaries, nor has any Governmental Authority advised it in writing or, to the Seller’s Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or extraordinary supervisory letter or any such board resolutions, nor, to the Seller’s Knowledge, has any Governmental Authority commenced an investigation in connection therewith. (d) The Seller is not aware ofTo the Seller’s Knowledge, has not been advised of, and has no reason to believe that any facts or circumstances exist which would cause it or any of the Seller Subsidiaries to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), any Order issued by OFACOffice of Foreign Assets Control, or any other applicable anti-money laundering Laws, except where any such violation would not have a Seller Material Adverse Effect; or (ii) not in satisfactory compliance with the applicable privacy and customer information requirements contained in any privacy, data protection or security breach notification privacy Laws, including, without limitation, Title V of the Xxxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as amended (the “GLB Act Act”), and the provisions of the information security program adopted pursuant to 12 C.F.R C.F.R. Part 40. The , except where the failure to so comply would not have a Seller is not aware of any facts or circumstances which would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial actionMaterial Adverse Effect. The Seller (or where appropriate the Seller Subsidiary) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act and it (or such other of the Seller Subsidiaries) has complied in all respects respects, except where the failure to comply would not have a Seller Material Adverse Effect, with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act or any other anti-money laundering Laws.

Absence of Proceedings and Orders. (ai) There Except as disclosed in Section 5.03(h)(i) of the Seller Disclosure Schedule, there is no Proceeding pending or, to the Seller’s Knowledge, threatened in writing against the Seller or any Seller Subsidiary or any of their properties or assets or challenging the validity or propriety of the transactions contemplated by this Agreement which, if determined adversely to the Seller or such Seller Subsidiary, would reasonably be expected to result in the Seller or such Seller Subsidiary incurring a liability in an amount equal to or greater than $100,000Agreement. (bii) There is no Order imposed upon the Seller, any of the Seller Subsidiaries or the assets of the Seller or any of the Seller Subsidiaries, including, without limitation, including any Order relating to any of the transactions contemplated by this Agreement. (ciii) Except as set forth in the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (without giving effect to any amendment filed after the date of this Agreement), neither Neither the Seller nor any of the Seller Subsidiaries (or any predecessor to any Seller Subsidiary) is subject to and(or has been subject to since December 31, 2003), and to the Seller’s Knowledge, there are no facts and/or or circumstances in existence that will would be likely to result in the Seller or any of the Seller Subsidiaries becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or has adopted any extraordinary board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of it or any of the Seller Subsidiaries, nor has any Governmental Authority advised it in writing or, to the Seller’s Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or extraordinary supervisory letter or any such board resolutions, nor, to the Seller’s Knowledge, has any Governmental Authority commenced an investigation in connection therewith. (div) The Except as disclosed in Section 5.03(h)(iv) of the Seller is not aware ofDisclosure Schedule, has not been advised of, and has no reason to believe that any facts or circumstances exist which would cause it the Seller or any of the Seller Subsidiaries to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), any Order issued by OFACOffice of Foreign Assets Control, or any other applicable anti-money laundering Laws; or (ii) not in satisfactory compliance with the applicable privacy and customer information requirements contained in any privacy, data protection or security breach notification privacy Laws, including, without limitation, including Title V of the Gxxxxx Xxxxx Bxxxxx Act of 1999 and the regulations promulgated thereunder, as amended (the “GLB Act Act”), and the provisions of the information security program adopted pursuant to 12 C.F.R C.F.R. Part 40. The Seller is not aware of any facts or circumstances which would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial action. The Seller (or where appropriate the Seller Subsidiary) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act and it (or such other of the Seller Subsidiaries) has complied in all respects with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act or any other anti-money laundering Laws.

Absence of Proceedings and Orders. (ai) There is no Proceeding pending or, to the Seller’s Knowledge, threatened in writing against the Seller or any Seller Subsidiary or any of their properties or assets or challenging the validity or propriety of the transactions contemplated by this Agreement which, if determined adversely to the Seller or such Seller Subsidiary, would reasonably be expected to result in the Seller or such Seller Subsidiary incurring a liability in an amount equal to or greater than $100,000Agreement. (bii) There is no Order imposed upon the Seller, any of the Seller Subsidiaries or the assets of the Seller or any of the Seller Subsidiaries, including, without limitation, including any Order relating to any of the transactions contemplated by this Agreement. (ciii) Except as set forth in the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (without giving effect to any amendment filed after the date of this Agreement), neither Neither the Seller nor any of the Seller Subsidiaries is subject to andto, and to the Seller’s Knowledge, there are no facts and/or or circumstances in existence that will would be likely to result in the Seller or any of the Seller Subsidiaries becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or has adopted any extraordinary board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of it or any of the Seller Subsidiaries, nor has any Governmental Authority advised it in writing or, to the Seller’s Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or extraordinary supervisory letter or any such board resolutions, nor, to the Seller’s Knowledge, has any Governmental Authority commenced an investigation in connection therewith. (div) The Seller is not aware of, has not been advised of, and has no reason to believe that any No facts or circumstances exist which would cause it the Seller or any of the Seller Subsidiaries to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), any Order issued by OFACOffice of Foreign Assets Control, or any other applicable anti-money laundering Laws; or (ii) not in satisfactory compliance with the applicable privacy and customer information requirements contained in any privacy, data protection or security breach notification privacy Laws, including, without limitation, including Title V of the Gxxxxx Xxxxx Bxxxxx Act of 1999 and the regulations promulgated thereunder, as amended (the “GLB Act Act”), and the provisions of the information security program adopted pursuant to 12 C.F.R C.F.R. Part 40. The Seller is not aware of any facts or circumstances which would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial action. The Seller (or where appropriate the Seller Subsidiary) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act and it (or such other of the Seller Subsidiaries) has complied in all respects with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act or any other anti-money laundering Laws.

Absence of Proceedings and Orders. (a) There is no Proceeding pending or, to the SellerCompany’s Knowledge, threatened in writing threatened, against the Seller Company or any Seller Company Subsidiary or any of their properties property or assets or challenging the validity or propriety of the transactions contemplated by this Agreement Agreement, as to which there is a reasonable probability of an adverse determination and which, if determined adversely to the Seller determined, would, individually or such Seller Subsidiary, would reasonably be expected to result in the Seller or such Seller Subsidiary incurring aggregate, have a liability in an amount equal to or greater than $100,000Company Material Adverse Effect. (b) There is no Order imposed upon the SellerCompany, any of the Seller Company Subsidiaries or the assets of the Seller Company or any of the Seller SubsidiariesCompany Subsidiaries which has had, includingor would reasonably be expected to have, without limitation, a Company Material Adverse Effect. There is no Order imposed upon the Company or any Order Company Subsidiary or any of their property or assets relating to any of the transactions contemplated by this Agreement. (c) Except as set forth in The Company and the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31Company Subsidiaries (i) are not subject to, 2005 or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (without giving effect to any amendment filed after the date of this Agreement), neither the Seller nor any of the Seller Subsidiaries is subject to and, to the Seller’s Knowledge, and there are no pending Proceedings, and to the Company’s Knowledge no facts and/or or circumstances in existence exist, that will result in the Seller Company or any of the Seller Subsidiaries Company Subsidiary becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or (ii) have not submitted a commitment letter or similar submission to, or received an extraordinary supervisory letter from, or has and (iii) have not adopted any extraordinary board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of it or any of the Seller its Subsidiaries, nor has any Governmental Authority advised it Company or any Company Subsidiary in writing or, to the Seller’s Company's Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or similar arrangement or extraordinary supervisory letter or any such board resolutions, nor, to the Seller’s Company's Knowledge, has any Governmental Authority commenced an investigation in connection therewith. (d) The Seller is not aware ofTo the Company's Knowledge, has not been advised of, and has there are no reason to believe that any facts or circumstances exist which would cause it or any of the Seller Subsidiaries Company Subsidiary to be deemed to be be, (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws Laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”)Network, any Order issued by OFAC, or any other applicable anti-money laundering Laws; or (ii) not in satisfactory compliance compliance, with the applicable privacy and customer information requirements contained in any privacy, data protection protection, or security breach notification Laws, including, without limitation, in Title V of the GLB Act Act, and the provisions of the information security program adopted pursuant to 12 C.F.R Part 40332. The Seller is not aware To the Knowledge of Company and any facts or circumstances which would cause it to believe that any Company Subsidiary, no non-public customer identification information has been disclosed to or accessed by an any unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial action. The Seller Company (or where appropriate the Seller a Company Subsidiary) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply in all material respects with Section 326 of the Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act Act, and it (or such other of the Seller Company Subsidiaries) has complied in all respects material respects, with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act Act, or any other anti-money laundering Laws. (e) Neither Company nor any Company Subsidiary has received any notice or communication from any Regulatory Authority alleging violation of, or noncompliance with, any UDAAP Law. Company and Company Subsidiaries have not been cited, fined or otherwise notified of any failure by it to comply with a UDAAP Law that has not been paid or cured. To Knowledge of Company or Company Subsidiaries, there are no facts or circumstances that could form the basis for assertion of any proceeding against Company or a Company Subsidiary under any UDAAP Law that, if determined adversely to Company or such Company Subsidiary, could reasonably be expected to adversely affect Company and Company Subsidiaries, taken as a whole. No business practices of Company or Company Subsidiaries could reasonably be considered to be unfair, deceptive, untrue, misleading or abusive in any material respect. With respect to all of Company’s and Company Subsidiaries’ products and services, the corresponding consumer disclosures have reflected accurately, clearly and conspicuously the features of such products and services. (f) Neither Company nor any of the Company Subsidiaries has received any notice or communication from any Regulatory Authority alleging any violation of, or noncompliance with, any Fair Lending Law. Company and Company Subsidiaries have not been cited, fined or otherwise notified of any failure by it to comply with a Fair Lending Law that has not been cured. To the Knowledge of Company or Company Subsidiaries, there are no facts or circumstances that could form the basis of assertion of any proceeding against Company or Company Subsidiaries under any Fair lending Law that, if determined adversely to Company or Company Subsidiaries, could reasonably be expected to adversely affect Company and Company Subsidiaries, taken as a whole.

Absence of Proceedings and Orders. (aI) There is no Proceeding pending or, to the Seller’s 's Knowledge, threatened in writing against the Seller or any Seller Subsidiary or any of their properties or assets or challenging the validity or propriety of the transactions contemplated by this Agreement which, if determined adversely to the Seller or such Seller Subsidiary, would reasonably be expected to result in the Seller or such Seller Subsidiary incurring a liability in an amount equal to or greater than $100,000Agreement. (bII) There is no Order imposed upon the Seller, any of the Seller Subsidiaries or the assets of the Seller or any of the Seller Subsidiaries, including, without limitation, including any Order relating to any of the transactions contemplated by this Agreement. (cIII) Except as set forth in the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (without giving effect to any amendment filed after the date of this Agreement), neither Neither the Seller nor any of the Seller Subsidiaries is subject to andto, and to the Seller’s 's Knowledge, there are no facts and/or or circumstances in existence that will would be likely to result in the Seller or any of the Seller Subsidiaries becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or has adopted any extraordinary board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of it or any of the Seller Subsidiaries, nor has any Governmental Authority advised it in writing or, to the Seller’s 's Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or extraordinary supervisory letter or any such board resolutions, nor, to the Seller’s 's Knowledge, has any Governmental Authority commenced an investigation in connection therewith. (dIV) The Seller is not aware of, has not been advised of, and has no reason to believe that any No facts or circumstances exist which would cause it the Seller or any of the Seller Subsidiaries to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “"Bank Secrecy Act”"), the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “"Patriot Act”), the laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”"), any Order issued with respect to anti-money laundering by the United States Department of Justice or the United States Department Treasury's Office of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), any Order issued by OFACForeign Assets Control, or any other applicable anti-money laundering Laws; or (ii) not in satisfactory compliance with the applicable privacy and customer information requirements contained in any privacy, data protection or security breach notification privacy Laws, including, without limitation, including Title V of the Xxxxxx Xxxxx Xxxxxx Act of 1999 and the regulations promulgated thereunder, as amended (the "GLB Act Act"), and the provisions of the information security program adopted pursuant to 12 C.F.R Part 40. The Seller is not aware of any facts or circumstances which would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial action. The Seller (or where appropriate the Seller Subsidiary) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act and it (or such other of the Seller Subsidiaries) has complied in all respects with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act or any other anti-money laundering Laws.C.F.R. Part

Absence of Proceedings and Orders. (a) There is no Proceeding pending or, to the SellerCompany’s Knowledge, threatened in writing threatened, against the Seller Company or any Seller Company Subsidiary or any of their properties property or assets or challenging the validity or propriety of the transactions contemplated by this Agreement Agreement, as to which there is a reasonable probability of an adverse determination and which, if determined adversely to the Seller determined, would, individually or such Seller Subsidiary, would reasonably be expected to result in the Seller or such Seller Subsidiary incurring aggregate, have a liability in an amount equal to or greater than $100,000Company Material Adverse Effect. (b) There is no Order imposed upon the SellerCompany, any of the Seller Company Subsidiaries or the assets of the Seller Company or any of the Seller SubsidiariesCompany Subsidiaries which has had, includingor would reasonably be expected to have, without limitation, a Company Material Adverse Effect. There is no Order imposed upon the Company or any Order Company Subsidiary or any of their property or assets relating to any of the transactions contemplated by this Agreement. (c) Except as set forth in The Company and the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31Company Subsidiaries (i) are not subject to, 2005 or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (without giving effect to any amendment filed after the date of this Agreement), neither the Seller nor any of the Seller Subsidiaries is subject to and, to the Seller’s Knowledge, and there are no pending Proceedings, and to the Company’s Knowledge no facts and/or or circumstances in existence exist, that will result in the Seller Company or any of the Seller Subsidiaries Company Subsidiary becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or (ii) have not submitted a commitment letter or similar submission to, or received an extraordinary supervisory letter from, or has and (iii) have not adopted any extraordinary board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of it or any of the Seller its Subsidiaries, nor has any Governmental Authority advised it Company or any Company Subsidiary in writing or, to the SellerCompany’s Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or similar arrangement or extraordinary supervisory letter or any such board resolutions, nor, to the SellerCompany’s Knowledge, has any Governmental Authority commenced an investigation in connection therewith. (d) The Seller is not aware ofTo the Company’s Knowledge, has not been advised of, and has there are no reason to believe that any facts or circumstances exist which would cause it or any of the Seller Subsidiaries Company Subsidiary to be deemed to be be, (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws Laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money anti‑money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”)Network, any Order issued by OFAC, or any other applicable anti-money anti‑money laundering Laws; or (ii) not in satisfactory compliance compliance, with the applicable privacy and customer information requirements contained in any privacy, data protection or security breach notification Laws, including, without limitation, in Title V of the GLB Act Act, and the provisions of the information security program adopted pursuant to 12 C.F.R Part 40332. The Seller is not aware To the Knowledge of Company and any facts or circumstances which would cause it to believe that any Company Subsidiary, no non-public customer identification information has been disclosed to or accessed by an any unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial action. The Seller Company (or where appropriate the Seller a Company Subsidiary) has adopted and implemented an anti-money anti‑money laundering program that contains adequate and appropriate customer identification verification procedures that comply in all material respects with Section 326 of the Patriot Act and such anti-money anti‑money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act Act, and it (or such other of the Seller Company Subsidiaries) has complied in all respects material respects, with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act or any other anti-money laundering Laws.

Absence of Proceedings and Orders. (a) There is no Proceeding (defined herein) pending or, to the Seller’s Knowledge, threatened in writing threatened, against the Seller or any Seller Subsidiary or any of their properties property or assets or challenging the validity or propriety of the transactions contemplated by this Agreement Agreement, as to which there is a reasonable probability of an adverse determination and which, if determined adversely to the Seller determined, would, individually or such Seller Subsidiary, would reasonably be expected to result in the aggregate, have a Seller or such Seller Subsidiary incurring a liability in an amount equal to or greater than $100,000Material Adverse Effect. (b) There is no Order imposed upon the Seller, any of the Seller Subsidiaries Subsidiaries, or the assets of the Seller or any of the Seller SubsidiariesSubsidiaries which has had, includingor would be reasonably expected to have, without limitation, a Seller Material Adverse Effect. There is no Order imposed upon the Seller or any Order Seller Subsidiary or any of their property or assets relating to any of the transactions contemplated by this Agreement. (c) Except as set forth in the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (without giving effect to any amendment filed after the date of this Agreement), neither the The Seller nor any of and the Seller Subsidiaries is (i) are not subject to andto, and there are no pending Proceedings, and to the Seller’s Knowledge, there are Knowledge no facts and/or or circumstances in existence exist, that will result in the Seller or any of the Seller Subsidiaries Subsidiary becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or (ii) have not submitted a commitment letter or similar submission to, or received an extraordinary supervisory letter from, or has and (iii) have not adopted any extraordinary board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of it or any of the Seller its Subsidiaries, nor has any Governmental Authority advised it Seller or any Seller Subsidiary in writing or, to the Seller’s Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding understanding, or similar arrangement or extraordinary supervisory letter or any such board resolutions, nor, to the Seller’s Knowledge, has any Governmental Authority commenced an investigation in connection therewith. (d) The Seller is not aware ofTo Sellers Knowledge, has not been advised of, and has there are no reason to believe that any facts or circumstances exist which would cause it or any of the Seller Subsidiaries to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws Laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”)Network, any Order issued by OFAC, or any other applicable anti-money laundering Laws; or (ii) not in satisfactory material compliance with the applicable privacy and customer information requirements contained in any privacy, data protection protection, or security breach notification Laws, including, without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999, as amended (the “GLB Act Act”) and the provisions of the information security program adopted pursuant to 12 C.F.R Part 40332. The Seller is not aware of any facts or circumstances which would cause it to believe that any To Seller’s Knowledge, no non-public customer identification information has been disclosed to or accessed by an any unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial action. The Seller (or where appropriate the a Seller Subsidiary) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply in all material respects with Section 326 of the Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act Act, and it (or such other of the Seller Subsidiaries) has complied in all respects material respects, with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act Act, or any other anti-money laundering Laws. (e) Neither Seller nor any Seller Subsidiary has received any notice or communication from any Regulatory Authority alleging violation of, or noncompliance with, any legal requirement concerning unfair, deceptive or abusive acts or practices, including Section 5 of the Federal Trade Commission Act (15 U.S.C. §45), Regulation AA issued by the Board of Governors of the Federal Reserve System (12 CFR §227), and Wis. Stats. §§100.18 and 100.20 (each such legal requirement and the rules promulgated thereunder, a “UDAAP Law”). Seller and Seller Subsidiaries have not been cited, fined or otherwise notified of any failure by it to comply with a UDAAP Law that has not been paid or cured. To Knowledge of Seller or the Seller Subsidiaries, there are no facts or circumstances that could form the basis for assertion of any proceeding against Seller or a Seller Subsidiary under any UDAAP Law that, if determined adversely to Seller or such Seller Subsidiary, could reasonably be expected to adversely affect Seller and Seller Subsidiaries, taken as a whole. No business practices of Seller or Seller Subsidiaries could reasonably be considered to be unfair, deceptive, untrue, misleading or abusive in any material respect. With respect to all of Seller’s and Seller Subsidiaries’ products and services, the corresponding consumer disclosures have reflected accurately, clearly and conspicuously the features of such products and services as required by applicable law. (f) Neither Seller nor any of the Seller Subsidiaries has received any notice or communication from any Regulatory Authority alleging any violation of, or noncompliance with, any legal requirement concerning any fair lending laws or regulations, including the Equal Credit Opportunity Act and the Fair Housing Act (each such legal requirement and the rules promulgated thereunder, a “Fair Lending Law”). Seller and Seller Subsidiaries have not been cited, fined or otherwise notified of any failure by it to comply with a Fair Lending Law that has not been cured. To the Knowledge of Seller or the Seller Subsidiaries, there are no facts or circumstances that could form the basis of assertion of any proceeding against Seller or Seller Subsidiaries under any Fair lending Law that, if determined adversely to Seller or Seller Subsidiaries, could reasonably be expected to have a Seller Material Adverse Effect.

Absence of Proceedings and Orders. (a) There is no Proceeding pending or, to the Seller’s Knowledge, threatened in writing threatened, against the Seller or any Seller Subsidiary or any of their properties property or assets or challenging the validity or propriety of the transactions contemplated by this Agreement Agreement, as to which there is a reasonable probability of an adverse determination and which, if determined adversely to the Seller determined, would, individually or such Seller Subsidiary, would reasonably be expected to result in the aggregate, have a Seller or such Seller Subsidiary incurring a liability in an amount equal to or greater than $100,000Material Adverse Effect. (b) There is no Order imposed upon the Seller, any of the Seller Subsidiaries or the assets of the Seller or any of the Seller SubsidiariesSubsidiaries which has had, includingor would be reasonably expected to have, without limitation, a Seller Material Adverse Effect. There is no Order imposed upon the Seller or any Order Seller Subsidiary or any of their property or assets relating to any of the transactions contemplated by this Agreement. (c) Except as set forth in the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (without giving effect to any amendment filed after the date of this Agreement), neither the The Seller nor any of and the Seller Subsidiaries is (i) are not subject to andto, and there are no pending Proceedings, and to the Seller’s Knowledge, there are Knowledge no facts and/or or circumstances in existence exist, that will result in the Seller or any of the Seller Subsidiaries Subsidiary becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding or similar arrangement with, or (ii) have not submitted a commitment letter or similar submission to, or received an extraordinary supervisory letter from, or has and (iii) have not adopted any extraordinary board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of it or any of the Seller its Subsidiaries, nor has any Governmental Authority advised it Seller or any Seller Subsidiary in writing or, to the Seller’s Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or similar arrangement or extraordinary supervisory letter or any such board resolutions, nor, to the Seller’s Knowledge, has any Governmental Authority commenced an investigation in connection therewith. (d) The Seller is not aware ofTo Sellers Knowledge, has not been advised of, and has there are no reason to believe that any facts or circumstances exist which would cause it or any of the Seller Subsidiaries to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws Laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money anti‑money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”)Network, any Order issued by OFAC, or any other applicable anti-money anti‑money laundering Laws; or (ii) not in satisfactory compliance compliance, with the applicable privacy and customer information requirements contained in any privacy, data protection or security breach notification Laws, including, without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999, as amended (the “GLB Act Act”) and the provisions of the information security program adopted pursuant to 12 C.F.R Part 40332. The Seller is not aware of any facts or circumstances which would cause it to believe that any To Seller’s Knowledge, no non-public customer identification information has been disclosed to or accessed by an any unauthorized third Person in a manner which would cause it or any of the Seller Subsidiaries to undertake any remedial action. The Seller (or where appropriate the a Seller Subsidiary) has adopted and implemented an anti-money anti‑money laundering program that contains adequate and appropriate customer identification verification procedures that comply in all material respects with Section 326 of the Patriot Act and such anti-money anti‑money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act Act, and it (or such other of the Seller Subsidiaries) has complied in all respects material respects, with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act or any other anti-money laundering Laws.