Common use of Agreements with Regulatory Agencies Clause in Contracts

Agreements with Regulatory Agencies. Subject to Section 9.14, neither 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, 2017, a recipient of any supervisory letter from, or since January 1, 2017, 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 TCBI Disclosure Schedule, a “TCBI Regulatory Agreement”), nor has TCBI or any of its Subsidiaries been advised since January 1, 2017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.1410.13, neither TCBI 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, 20172022, a recipient of any supervisory letter from, or since January 1, 20172022, 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 TCBI CBC Disclosure Schedule, a “TCBI CBC Regulatory Agreement”), nor has TCBI CBC or any of its Subsidiaries been advised in writing, or to CBC’s knowledge, orally, since January 1, 20172022, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI CBC Regulatory Agreement, nor does CBC believe that such CBC Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 2017, a recipient of any supervisory letter from, or since January 1, 2017, 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 TCBI IBTX Disclosure Schedule, a “TCBI IBTX Regulatory Agreement”), nor has TCBI IBTX or any of its Subsidiaries been advised since January 1, 2017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI IBTX Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.1410.13, neither TCBI 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, 20172022, a recipient of any supervisory letter from, or since January 1, 20172022, 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 TCBI SCB Disclosure Schedule, a “TCBI SCB Regulatory Agreement”), nor has TCBI SCB or any of its Subsidiaries been advised in writing, or to SCB’s knowledge, orally, since January 1, 20172022, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI 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 Except as would not be material to Section 9.14the Company and its Subsidiaries, taken as a whole, neither TCBI 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, 20172021, a recipient of any supervisory letter from, or since January 1, 20172021, 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 TCBI Parent Disclosure Schedule, a “TCBI Parent Regulatory Agreement”), nor has TCBI Parent or any of its Subsidiaries been advised in writing or, to the knowledge of Parent, otherwise since January 1, 20172021, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.149.7, neither TCBI 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, 20172018, a recipient of any supervisory letter from, or since January 1, 20172018, 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 TCBI TCF Disclosure Schedule, a “TCBI TCF Regulatory Agreement”), nor has TCBI TCF or any of its Subsidiaries been advised in writing or, to the knowledge of TCF, orally, since January 1, 20172018, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI TCF Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172020, a recipient of any supervisory letter from, or since January 1, 20172020, 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 TCBI Umpqua Disclosure Schedule, a “TCBI Umpqua Regulatory Agreement”), nor has TCBI Umpqua or any of its Subsidiaries been advised in writing or, to the knowledge of Umpqua threatened, since January 1, 20172020, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI Umpqua Regulatory Agreement.

Agreements with Regulatory Agencies. Subject Except as would not be material to Section 9.14the Company and its Subsidiaries, taken as a whole, neither TCBI 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, 20172021, a recipient of any supervisory letter from, or since January 1, 20172021, 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 TCBI Company Disclosure Schedule, a “TCBI Company Regulatory Agreement”), nor has TCBI the Company or any of its Subsidiaries been advised in writing or, to the knowledge of the Company, otherwise since January 1, 20172021, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI Company Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172019, a recipient of any supervisory letter from, or since January 1December 31, 20172019, 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 TCBI CBTX Disclosure Schedule, a “TCBI CBTX Regulatory Agreement”), nor has TCBI CBTX or any of its Subsidiaries been advised in writing or, to the knowledge of CBTX, threatened since January 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI CBTX Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172020, a recipient of any supervisory letter from, or since January 1, 20172020, 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 TCBI AMNB Disclosure Schedule, a “TCBI AMNB Regulatory Agreement”), nor has TCBI AMNB or any of its Subsidiaries been advised since January 1, 20172020, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI AMNB Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172019, a recipient of any supervisory letter from, or since January 1, 20172019, 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 TCBI Wxxxxxx Disclosure Schedule, a “TCBI Wxxxxxx Regulatory Agreement”), nor has TCBI Wxxxxxx or any of its Subsidiaries been advised in writing since January 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI Wxxxxxx Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI First Midwest 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, 20172019, a recipient of any supervisory letter from, or since January 1, 20172019, 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 TCBI First Midwest Disclosure Schedule, a “TCBI First Midwest Regulatory Agreement”), nor has TCBI First Midwest or any of its Subsidiaries been advised in writing since January 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI First Midwest Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172018, a recipient of any supervisory letter from, or since January 1, 20172018, 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 TCBI CIT Disclosure Schedule, a “TCBI CIT Regulatory Agreement”), nor has TCBI CIT or any of its Subsidiaries been advised since January 1, 20172018, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI CIT Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172016, a recipient of any supervisory letter from, or since January 1, 20172016, 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 TCBI SunTrust Disclosure Schedule, a “TCBI SunTrust Regulatory Agreement”), nor has TCBI SunTrust or any of its Subsidiaries been advised since January 1, 20172016, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI SunTrust Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.149.7, neither TCBI 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, 20172018, a recipient of any supervisory letter from, or since January 1, 20172018, 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 TCBI Huntington Disclosure Schedule, a “TCBI Huntington Regulatory Agreement”), nor has TCBI Huntington or any of its Subsidiaries been advised advised, in writing or, to the knowledge of Huntington, orally, since January 1, 20172018, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI Huntington Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 2017, a recipient of any supervisory letter from, or since January 1, 2017, 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 TCBI IBKC Disclosure Schedule, a an “TCBI IBKC Regulatory Agreement”), nor has TCBI IBKC or any of its Subsidiaries been advised in writing, or to IBKC’s knowledge, orally, since January 1, 2017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI IBKC Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172011, a recipient of any supervisory letter from, or since January 1, 20172011, 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 TCBI Susquehanna Disclosure Schedule, a “TCBI Susquehanna Regulatory Agreement”), nor has TCBI Susquehanna or any of its Subsidiaries been advised in writing or, to Susquehanna’s knowledge, orally, since January 1, 20172011, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI Susquehanna Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 2017, a recipient of any supervisory letter from, or since January 1, 2017, 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 TCBI First Horizon Disclosure Schedule, a “TCBI First Horizon Regulatory Agreement”), nor has TCBI First Horizon or any of its Subsidiaries been advised in writing, or to First Horizon’s knowledge, orally, since January 1, 2017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI First Horizon Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172019, a recipient of any supervisory letter from, or since January 1December 31, 20172019, 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 TCBI Allegiance Disclosure Schedule, a an “TCBI Allegiance Regulatory Agreement”), nor has TCBI Allegiance or any of its Subsidiaries been advised in writing or, to the knowledge of Allegiance, threatened since January 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI Allegiance Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172019, a recipient of any supervisory letter from, or since January 1, 20172019, 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 TCBI Partners Disclosure Schedule, a “TCBI Partners Regulatory Agreement”), nor has TCBI Partners or any of its Subsidiaries been advised in writing, or to Partners’ knowledge, orally, since January 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI Partners Regulatory Agreement, nor does Partners believe that any such 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 9.14, neither TCBI 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, 20172020, a recipient of any supervisory letter from, or since January 1, 20172020, 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 TCBI Columbia Disclosure Schedule, a “TCBI Columbia Regulatory Agreement”), nor has TCBI Columbia or any of its Subsidiaries been advised in writing or, to the knowledge of Columbia threatened, since January 1, 20172020, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI Columbia Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172019, a recipient of any supervisory letter from, or since January 1, 20172019, 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 TCBI Xxxxxxx Disclosure Schedule, a “TCBI Xxxxxxx Regulatory Agreement”), nor has TCBI Xxxxxxx or any of its Subsidiaries been advised in writing since January 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI Xxxxxxx Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172018, a recipient of any supervisory letter from, or since January 1, 20172018, 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 TCBI BancShares Disclosure Schedule, a “TCBI BancShares Regulatory Agreement”), nor has TCBI BancShares or any of its Subsidiaries been advised since January 1, 20172018, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI BancShares Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14‎9.14, neither TCBI 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, 20172019, a recipient of any supervisory letter from, or since January 1, 20172019, 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 TCBI Atlantic Capital Disclosure Schedule, a “TCBI Atlantic Capital Regulatory Agreement”), nor has TCBI Atlantic Capital or any of its Subsidiaries been advised in writing, or to Atlantic Capital’s knowledge, orally, since January 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI Atlantic Capital Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172013, a recipient of any supervisory letter from, or since January 1, 20172013, 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 TCBI Acquiror Disclosure Schedule, a an “TCBI Acquiror Regulatory Agreement”), nor to the knowledge of Acquiror has TCBI Acquiror or any of its Subsidiaries been advised since January 1, 20172013, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI Acquiror Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172019, a recipient of any supervisory letter from, or since January October 1, 20172019, 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 TCBI GWB Disclosure Schedule, a “TCBI GWB Regulatory Agreement”), nor has TCBI GWB or any of its Subsidiaries been advised since January October 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI GWB Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.149.15, neither TCBI 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, 2017, a recipient of any supervisory letter from, or since January 1, 2017, 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 TCBI Company Disclosure Schedule, a “TCBI Company Regulatory Agreement”), nor has TCBI the Company or any of its the Company Subsidiaries been advised in writing, or to the Company’s knowledge, orally, since January 1, 2017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI Company Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172020, a recipient of any supervisory letter from, or since January 1, 20172020, 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 TCBI Provident Disclosure Schedule, a “TCBI Provident Regulatory Agreement”), nor has TCBI Provident or any of its Subsidiaries been advised in writing, or to Provident’s knowledge, orally, since January 1, 20172020, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI Provident Regulatory Agreement, nor does Provident believe that any such Provident Regulatory Agreement is likely to be initiated, ordered or requested.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172019, a recipient of any supervisory letter from, or since January 1, 20172019, 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 TCBI Cadence Disclosure Schedule, a “TCBI Cadence Regulatory Agreement”), nor has TCBI Cadence or any of its Subsidiaries been advised in writing, or to Cadence’s knowledge, orally, since January 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI Cadence Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 2017, a recipient of any supervisory letter from, or since January 1, 2017, 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 TCBI BYFC Disclosure Schedule, a “TCBI BYFC Regulatory Agreement”), nor has TCBI BYFC or any of its Subsidiaries been advised since January 1, 2017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI BYFC Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.149.15, neither TCBI 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, 2017, a recipient of any supervisory letter from, or since January 1, 2017, 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 TCBI Parent Disclosure Schedule, a “TCBI Parent Regulatory Agreement”), nor has TCBI Parent or any of its the Parent Subsidiaries been advised in writing, or to Parent’s knowledge, orally, since January 1, 2017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172018, a recipient of any supervisory letter from, or since January 1, 20172018, 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 TCBI BancShares Disclosure Schedule, a 39 “TCBI BancShares Regulatory Agreement”), nor has TCBI BancShares or any of its Subsidiaries been advised since January 1, 20172018, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI BancShares Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172019, a recipient of any supervisory letter from, or since January 1, 20172019, 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 TCBI Atlantic Capital Disclosure Schedule, a “TCBI Atlantic Capital Regulatory Agreement”), nor has TCBI Atlantic Capital or any of its Subsidiaries been advised in writing, or to Atlantic Capital’s knowledge, orally, since January 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI Atlantic Capital Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172021, a recipient of any supervisory letter from, or since January 1December 31, 20172021, 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 TCBI IBTX Disclosure Schedule, a “TCBI IBTX Regulatory Agreement”), nor has TCBI IBTX or any of its Subsidiaries been advised in writing, or to IBTX’s knowledge, orally, since January 1December 31, 20172021, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI IBTX Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172016, a recipient of any supervisory letter from, or since January 1, 20172016, 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 TCBI Seller Disclosure ScheduleLetter, a “TCBI Seller Regulatory Agreement”), nor has TCBI Seller or any of its Subsidiaries been advised since January 1, 20172016, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI Seller Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172019, a recipient of any supervisory letter from, or since January 1, 20172019, 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 TCBI BancorpSouth Disclosure Schedule, a “TCBI BancorpSouth Regulatory Agreement”), nor has TCBI BancorpSouth or any of its Subsidiaries been advised in writing, or to BancorpSouth’s knowledge, orally, since January 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI BancorpSouth Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 20172020, a recipient of any supervisory letter from, or since January 1, 20172020, 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 TCBI FNCB Disclosure Schedule, a “TCBI FNCB Regulatory AgreementAgreement ”), nor has TCBI FNCB or any of its Subsidiaries been advised in writing, or to FNCB’s knowledge, orally, since January 1, 20172020, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such TCBI FNCB Regulatory Agreement, nor does FNCB believe that any such 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 9.14‎9.14, neither TCBI 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, 20172019, a recipient of any supervisory letter from, or since January October 1, 20172019, 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 TCBI GWB Disclosure Schedule, a “TCBI GWB Regulatory Agreement”), nor has TCBI GWB or any of its Subsidiaries been advised since January October 1, 20172019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI GWB Regulatory Agreement.

Agreements with Regulatory Agencies. Subject to Section 9.14, neither TCBI 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, 2017, a recipient of any supervisory letter from, or since January 1, 2017, 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 TCBI CFB Disclosure Schedule, a “TCBI CFB Regulatory Agreement”), nor has TCBI CFB or any of its Subsidiaries been advised since January 1, 2017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such TCBI CFB Regulatory Agreement.