Common use of Agreements with Regulatory Agencies Clause in Contracts

Agreements with Regulatory Agencies. Subject to Section 10.13, neither SCB nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2022, a recipient of any supervisory letter from, or since January 1, 2022, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Disclosure Schedule, a “SCB Regulatory Agreement”), nor has SCB or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 2022, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB TCBI nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222017, a recipient of any supervisory letter from, or since January 1, 20222017, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB TCBI Disclosure Schedule, a “SCB TCBI Regulatory Agreement”), nor has SCB TCBI or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB TCBI Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.13, neither SCB CBC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2022, a recipient of any supervisory letter from, or since January 1, 2022, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB CBC Disclosure Schedule, a “SCB CBC Regulatory Agreement”), nor has SCB CBC or any of its Subsidiaries been advised in writing, or to SCBCBC’s knowledge, orally, since January 1, 2022, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB CBC Regulatory Agreement, nor does SCB CBC believe that such SCB CBC Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB IBTX nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222017, a recipient of any supervisory letter from, or since January 1, 20222017, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB IBTX Disclosure Schedule, a “SCB IBTX Regulatory Agreement”), nor has SCB IBTX or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB IBTX Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB AMNB nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222020, a recipient of any supervisory letter from, or since January 1, 20222020, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB AMNB Disclosure Schedule, a “SCB AMNB Regulatory Agreement”), nor has SCB AMNB or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222020, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB AMNB Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.7, neither SCB Huntington nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222018, a recipient of any supervisory letter from, or since January 1, 20222018, has adopted any policies, procedures or board resolutions at the request or suggestion of, of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Huntington Disclosure Schedule, a “SCB Huntington Regulatory Agreement”), nor has SCB Huntington or any of its Subsidiaries been advised advised, in writingwriting or, or to SCB’s knowledgethe knowledge of Huntington, orally, since January 1, 20222018, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Huntington Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB Partners nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222019, a recipient of any supervisory letter from, or since January 1, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Partners Disclosure Schedule, a “SCB Partners Regulatory Agreement”), nor has SCB Partners or any of its Subsidiaries been advised in writing, or to SCB’s Partners’ knowledge, orally, since January 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Partners Regulatory Agreement, nor does SCB Partners believe that any such SCB Partners Regulatory Agreement is likely to be initiated, ordered or requested. Partners and its Subsidiaries are in compliance in all material respects with each Partners Regulatory Agreement to which it is a party or is subject. Partners and its Subsidiaries have not received any notice from any Governmental Entity indicating that Partners or its Subsidiaries is not in compliance in any material respect with any Partners Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB Columbia nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222020, a recipient of any supervisory letter from, or since January 1, 20222020, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Columbia Disclosure Schedule, a “SCB Columbia Regulatory Agreement”), nor has SCB Columbia or any of its Subsidiaries been advised in writingwriting or, or to SCB’s knowledge, orallythe knowledge of Columbia threatened, since January 1, 20222020, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Columbia Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB SunTrust nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222016, a recipient of any supervisory letter from, or since January 1, 20222016, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB SunTrust Disclosure Schedule, a “SCB SunTrust Regulatory Agreement”), nor has SCB SunTrust or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222016, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB SunTrust Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.13, neither SCB Neither Susquehanna nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222011, a recipient of any supervisory letter from, or since January 1, 20222011, has adopted any policies, procedures or board resolutions at the request or suggestion of, of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Susquehanna Disclosure Schedule, a “SCB Susquehanna Regulatory Agreement”), nor has SCB Susquehanna or any of its Subsidiaries been advised in writingwriting or, or to SCBSusquehanna’s knowledge, orally, since January 1, 20222011, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Susquehanna Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB CIT nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222018, a recipient of any supervisory letter from, or since January 1, 20222018, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB CIT Disclosure Schedule, a “SCB CIT Regulatory Agreement”), nor has SCB CIT or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222018, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB CIT Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject Except as would not be material to Section 10.13the Company and its Subsidiaries, taken as a whole, neither SCB the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222021, a recipient of any supervisory letter from, or since January 1, 20222021, has adopted any policies, procedures or board resolutions at the request or suggestion of, of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Company Disclosure Schedule, a “SCB Company Regulatory Agreement”), nor has SCB the Company or any of its Subsidiaries been advised in writingwriting or, or to SCB’s knowledgethe knowledge of the Company, orally, otherwise since January 1, 20222021, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Company Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.7, neither SCB TCF nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222018, a recipient of any supervisory letter from, or since January 1, 20222018, has adopted any policies, procedures or board resolutions at the request or suggestion of, of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB TCF Disclosure Schedule, a “SCB TCF Regulatory Agreement”), nor has SCB TCF or any of its Subsidiaries been advised in writingwriting or, or to SCB’s knowledgethe knowledge of TCF, orally, since January 1, 20222018, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB TCF Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB Xxxxxxx nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222019, a recipient of any supervisory letter from, or since January 1, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Xxxxxxx Disclosure Schedule, a “SCB Xxxxxxx Regulatory Agreement”), nor has SCB Xxxxxxx or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, writing since January 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Xxxxxxx Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject Except as would not be material to Section 10.13the Company and its Subsidiaries, taken as a whole, neither SCB Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222021, a recipient of any supervisory letter from, or since January 1, 20222021, has adopted any policies, procedures or board resolutions at the request or suggestion of, of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Parent Disclosure Schedule, a “SCB Parent Regulatory Agreement”), nor has SCB Parent or any of its Subsidiaries been advised in writingwriting or, or to SCB’s knowledgethe knowledge of Parent, orally, otherwise since January 1, 20222021, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Parent Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB CBTX nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 20222019, a recipient of any supervisory letter from, or since January 1December 31, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB CBTX Disclosure Schedule, a “SCB CBTX Regulatory Agreement”), nor has SCB CBTX or any of its Subsidiaries been advised in writingwriting or, or to SCB’s knowledgethe knowledge of CBTX, orally, threatened since January 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB CBTX Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB IBKC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222017, a recipient of any supervisory letter from, or since January 1, 20222017, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB IBKC Disclosure Schedule, a an “SCB IBKC Regulatory Agreement”), nor has SCB IBKC or any of its Subsidiaries been advised in writing, or to SCBIBKC’s knowledge, orally, since January 1, 20222017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB IBKC Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB Umpqua nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222020, a recipient of any supervisory letter from, or since January 1, 20222020, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Umpqua Disclosure Schedule, a “SCB Umpqua Regulatory Agreement”), nor has SCB Umpqua or any of its Subsidiaries been advised in writingwriting or, or to SCB’s knowledge, orallythe knowledge of Umpqua threatened, since January 1, 20222020, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Umpqua Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.13, neither SCB Neither Berkshire nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222023, a recipient of any supervisory letter from, or since January 1, 20222023, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Berkshire Disclosure Schedule, a “SCB Berkshire Regulatory Agreement”), nor has SCB Berkshire or any of its Subsidiaries been advised in writing, or to SCBBerkshire’s knowledge, orally, since January 1, 20222023, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Berkshire Regulatory Agreement, nor does SCB Berkshire believe that any such SCB Berkshire Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB Allegiance nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 20222019, a recipient of any supervisory letter from, or since January 1December 31, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Allegiance Disclosure Schedule, a an “SCB Allegiance Regulatory Agreement”), nor has SCB Allegiance or any of its Subsidiaries been advised in writingwriting or, or to SCB’s knowledgethe knowledge of Allegiance, orally, threatened since January 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Allegiance Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.13, neither SCB Neither Brookline nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222023, a recipient of any supervisory letter from, or since January 1, 20222023, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Brookline Disclosure Schedule, a “SCB Brookline Regulatory Agreement”), nor has SCB Brookline or any of its Subsidiaries been advised in writing, or to SCBBrookline’s knowledge, orally, since January 1, 20222023, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Brookline Regulatory Agreement, nor does SCB Brookline believe that any such SCB Brookline Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB Wxxxxxx nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222019, a recipient of any supervisory letter from, or since January 1, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Wxxxxxx Disclosure Schedule, a “SCB Wxxxxxx Regulatory Agreement”), nor has SCB Wxxxxxx or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, writing since January 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Wxxxxxx Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB BancShares nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222018, a recipient of any supervisory letter from, or since January 1, 20222018, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB BancShares Disclosure Schedule, a “SCB BancShares Regulatory Agreement”), nor has SCB BancShares or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222018, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB BancShares Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB First Horizon nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222017, a recipient of any supervisory letter from, or since January 1, 20222017, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB First Horizon Disclosure Schedule, a “SCB First Horizon Regulatory Agreement”), nor has SCB First Horizon or any of its Subsidiaries been advised in writing, or to SCBFirst Horizon’s knowledge, orally, since January 1, 20222017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB First Horizon Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB CFB nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222017, a recipient of any supervisory letter from, or since January 1, 20222017, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB CFB Disclosure Schedule, a “SCB CFB Regulatory Agreement”), nor has SCB CFB or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB CFB Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.13, neither SCB Neither Acquiror nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money monetary penalty by, or has been since January 1, 20222013, a recipient of any supervisory letter from, or since January 1, 20222013, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that Entity, that, in each of any such cases, currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business business, would restrict the consummation of the transactions contemplated by this Agreement, or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Acquiror Disclosure Schedule, a an “SCB Acquiror Regulatory Agreement”), nor to the knowledge of Acquiror has SCB Acquiror or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222013, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Acquiror Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.13‎9.14, neither SCB Atlantic Capital nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222019, a recipient of any supervisory letter from, or since January 1, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Atlantic Capital Disclosure Schedule, a “SCB Atlantic Capital Regulatory Agreement”), nor has SCB Atlantic Capital or any of its Subsidiaries been advised in writing, or to SCBAtlantic Capital’s knowledge, orally, since January 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Atlantic Capital Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB Seller nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222016, a recipient of any supervisory letter from, or since January 1, 20222016, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Seller Disclosure ScheduleLetter, a “SCB Seller Regulatory Agreement”), nor has SCB Seller or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222016, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Seller Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB FNCB nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222020, a recipient of any supervisory letter from, or since January 1, 20222020, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB FNCB Disclosure Schedule, a “SCB FNCB Regulatory AgreementAgreement ”), nor has SCB FNCB or any of its Subsidiaries been advised in writing, or to SCBFNCB’s knowledge, orally, since January 1, 20222020, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB FNCB Regulatory Agreement, nor does SCB FNCB believe that any such SCB FNCB Regulatory Agreement is likely to be initiated, ordered or requested. FNCB and its Subsidiaries are in compliance in all material respects with each FNCB Regulatory Agreement to which it is a party or is subject. FNCB and its Subsidiaries have not received any notice from any Governmental Entity indicating that FNCB or its Subsidiaries is not in compliance in any material respect with any FNCB Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2022, a recipient of any supervisory letter from, or since January 1, 2022, has adopted any policies, procedures or board resolutions at the request or suggestion of, of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Company Disclosure Schedule, a “SCB Company Regulatory Agreement”), nor has SCB the Company or any of its Subsidiaries been advised in writingwriting or, or to SCB’s knowledgethe knowledge of the Company, orally, otherwise since January 1, 2022, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Company Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.15, neither SCB Parent nor any of its the Parent Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222017, a recipient of any supervisory letter from, or since January 1, 20222017, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Parent Disclosure Schedule, a “SCB Parent Regulatory Agreement”), nor has SCB Parent or any of its the Parent Subsidiaries been advised in writing, or to SCBParent’s knowledge, orally, since January 1, 20222017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Parent Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.13, neither SCB Neither Provident nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222010, a recipient of any supervisory letter from, or since January 1, 20222010, has adopted any policies, procedures or board resolutions at the request or suggestion of, of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Provident Disclosure Schedule, a “SCB Provident Regulatory Agreement”), nor has SCB Provident or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222010, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Provident Regulatory Agreement. There is no order, nor does SCB believe circumstance or condition relevant or applicable to it that such SCB Regulatory Agreement would prevent, or is reasonably likely to be initiatedprevent, ordered or requestedProvident from satisfying the criteria for “financial holding company” status under the BHC Act at the Effective Time and all of the activities of Provident Bank and its Subsidiaries are permissible for a national bank.

Agreements with Regulatory Agencies. Subject to Section 10.13, neither SCB (a) Neither Carbon nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money monetary penalty by, or has been since January 1, 20222011, a recipient of any supervisory letter from, or since January 1, 20222011, has adopted any policies, procedures or board resolutions at the request or suggestion of, of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Carbon Disclosure Schedule, a “SCB Carbon Regulatory Agreement”), nor has SCB Carbon or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222011, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Carbon Regulatory Agreement. (b) Except as set forth in Section 4.11(b) of the Carbon Disclosure Schedule, neither Carbon nor any of its Subsidiaries has been ordered to pay any civil monetary penalty by any Regulatory Agency or other Governmental Entity, nor does SCB believe have Carbon or any of its Subsidiaries been advised by any Regulatory Agency or other Governmental Entity that such SCB Regulatory Agreement it is likely to be initiated, ordered or requested.considering ordering any civil monetary penalty

Agreements with Regulatory Agencies. Subject to Section 10.139.15, neither SCB the Company nor any of its the Company Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222017, a recipient of any supervisory letter from, or since January 1, 20222017, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Company Disclosure Schedule, a “SCB Company Regulatory Agreement”), nor has SCB the Company or any of its the Company Subsidiaries been advised in writing, or to SCBthe Company’s knowledge, orally, since January 1, 20222017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Company Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB GWB nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January October 1, 20222019, a recipient of any supervisory letter from, or since January October 1, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB GWB Disclosure Schedule, a “SCB GWB Regulatory Agreement”), nor has SCB GWB or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January October 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB GWB Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB Provident nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222020, a recipient of any supervisory letter from, or since January 1, 20222020, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Provident Disclosure Schedule, a “SCB Provident Regulatory Agreement”), nor has SCB Provident or any of its Subsidiaries been advised in writing, or to SCBProvident’s knowledge, orally, since January 1, 20222020, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Provident Regulatory Agreement, nor does SCB Provident believe that any such SCB Provident Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB BancorpSouth nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222019, a recipient of any supervisory letter from, or since January 1, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB BancorpSouth Disclosure Schedule, a “SCB BancorpSouth Regulatory Agreement”), nor has SCB BancorpSouth or any of its Subsidiaries been advised in writing, or to SCBBancorpSouth’s knowledge, orally, since January 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB BancorpSouth Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.13‎9.14, neither SCB FIBK nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222019, a recipient of any supervisory letter from, or since January 1, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB FIBK Disclosure Schedule, a “SCB FIBK Regulatory Agreement”), nor has SCB FIBK or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB FIBK Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB FIBK nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222019, a recipient of any supervisory letter from, or since January 1, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB FIBK Disclosure Schedule, a “SCB FIBK Regulatory Agreement”), nor has SCB FIBK or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB FIBK Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.13‎9.14, neither SCB GWB nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January October 1, 20222019, a recipient of any supervisory letter from, or since January October 1, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB GWB Disclosure Schedule, a “SCB GWB Regulatory Agreement”), nor has SCB GWB or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January October 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB GWB Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB Cadence nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222019, a recipient of any supervisory letter from, or since January 1, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Cadence Disclosure Schedule, a “SCB Cadence Regulatory Agreement”), nor has SCB Cadence or any of its Subsidiaries been advised in writing, or to SCBCadence’s knowledge, orally, since January 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Cadence Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB IBTX nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 20222021, a recipient of any supervisory letter from, or since January 1December 31, 20222021, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB IBTX Disclosure Schedule, a “SCB IBTX Regulatory Agreement”), nor has SCB IBTX or any of its Subsidiaries been advised in writing, or to SCBIBTX’s knowledge, orally, since January 1December 31, 20222021, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB IBTX Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB BYFC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222017, a recipient of any supervisory letter from, or since January 1, 20222017, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB BYFC Disclosure Schedule, a “SCB BYFC Regulatory Agreement”), nor has SCB BYFC or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20222017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB BYFC Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB Atlantic Capital nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 20222019, a recipient of any supervisory letter from, or since January 1, 20222019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Atlantic Capital Disclosure Schedule, a “SCB Atlantic Capital Regulatory Agreement”), nor has SCB Atlantic Capital or any of its Subsidiaries been advised in writing, or to SCBAtlantic Capital’s knowledge, orally, since January 1, 20222019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such SCB Atlantic Capital Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 10.139.14, neither SCB Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2022, a recipient of any supervisory letter from, or since January 1, 2022, has adopted any policies, procedures or board resolutions at the request or suggestion of, of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the SCB Parent Disclosure Schedule, a “SCB Parent Regulatory Agreement”), nor has SCB Parent or any of its Subsidiaries been advised in writingwriting or, or to SCB’s knowledgethe knowledge of Parent, orally, otherwise since January 1, 2022, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such SCB Parent Regulatory Agreement, nor does SCB believe that such SCB Regulatory Agreement is likely to be initiated, ordered or requested.