Common use of Agreements with Regulatory Agencies Clause in Contracts

Agreements with Regulatory Agencies. Neither 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, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’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 Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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, 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, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writingwriting or, or to the knowledge of the Parent’s knowledge, orally, otherwise since January 1, 20222017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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, 20222012, a recipient of any supervisory letter from, or since January 1, 20222012, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writingwriting or, or to the knowledge of Parent’s knowledge, orally, since January 1, 20222012, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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 material civil money penalty by, or has been since January 1, 20222015, a recipient of any supervisory letter from, or since January 1, 20222015, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, writing since January 1, 20222015, by any Regulatory Agency or other Governmental Entity that it is presently considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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 material civil money penalty by, or has been since January 1, 20222015, a recipient of any supervisory letter from, or since January 1, 20222015, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, writing since January 1, 20222015, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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 material civil money monetary penalty by, or has been since January 1, 20222014, a recipient of any supervisory letter from, or since January 1, 20222014, 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, policies or its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, since January 1, 20222014, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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 since January 1, 2004, a recipient of any supervisory letter from, 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, 20222004, 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 business, other than those of general application that apply to similarly situated finance companies or their Subsidiaries (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, since January 1, 20222004, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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, 20222015, a recipient of any supervisory letter from, or since January 1, 20222015, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, writing since January 1, 20222015, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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, 20222014, a recipient of any supervisory letter from, or since January 1, 20222014, 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 business, or the expansion 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised advised, in writingwriting or, or to the knowledge of Parent’s knowledge, orally, since January 1, 20222014, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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, 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, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, writing since January 1, 20222013, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other similar order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding or other similar written agreement with, any Regulatory Agency or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, other Governmental Entity or has been since January 1, 2016 ordered to pay any civil money penalty by, by any Regulatory Agency or has been since other Governmental Entity. Since January 1, 20222016, a recipient neither Parent nor any of any supervisory letter from, or since January 1, 2022, its Subsidiaries has adopted any policies, procedures or board resolutions at the request or suggestion of, of any Regulatory Agency or other Governmental Entity that currently (a) materially 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 or (b) would prevent or materially impair the ability of Parent to consummate the Merger and the transactions contemplated by this Agreement (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), . Neither Parent nor has Parent or any of its Subsidiaries has been advised in writing, or or, to the knowledge of Parent’s knowledge, orally, since January 1, 20222016, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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, 20222012, has adopted any policies, procedures or board resolutions at the request or suggestion of, of any Regulatory Agency or other Governmental Entity that Entity, specific to Parent or its Subsidiaries, 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 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writingwriting or, or to Parent’s knowledge, orally, since January 1, 20222012, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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, 20222013, a recipient of any supervisory letter from, or since January 1, 20222013, has adopted any policies, procedures or board Board of Directors’ 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, since January 1, 20222013, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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, 20222015, a recipient of any supervisory letter from, or since January 1, 20222015, 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, or its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, writing since January 1, 20222015, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Except as set forth in Section 4.14 of the Parent Disclosure Schedule, neither 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, 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, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, since January 1, 20222013, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or formal or informal 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, is 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 Parent 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 relates in any material manner relates way 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has does Parent have knowledge of any pending or any of its Subsidiaries been advised in writing, threatened regulatory investigation or to Parent’s knowledge, orally, since January 1, 2022, other action by any Parent Regulatory Agency or other Governmental Entity or that it such Parent Regulatory Agency or Governmental Entity is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Except as set forth in Section 5.21 of the Parent Disclosure Schedule, neither 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, is 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 (including the ability to establish new bank branch offices) 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 (eacheach of such agreement, whether memorandum of understanding, letter, undertaking, order, directive or not set forth in the Parent Disclosure Scheduleresolutions, a “Parent Regulatory Agreement”), nor has does Parent have Knowledge of any pending or any of its Subsidiaries been advised in writing, threatened regulatory investigation or to Parent’s knowledge, orally, since January 1, 2022, other action by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting could reasonably be expected to lead to the issuance of any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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 1June 30, 20222014, a recipient of any supervisory letter from, or since January 1June 30, 20222014, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), except to the extent that any of the foregoing is subject to regulatory confidentiality restrictions prohibiting the disclosure of such Parent Regulatory Agreement to Seller, nor has Parent or any of its Subsidiaries been advised in writingwriting or, or to the knowledge of Parent’s knowledge, orally, since January 1June 30, 20222014, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement, except to the extent that any such advice is subject to regulatory confidentiality restrictions prohibiting the disclosure of such Parent Regulatory Agreement to Seller.

Agreements with Regulatory Agencies. Neither 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, 20222014, a recipient of any supervisory letter from, or since January 1, 20222014, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, writing since January 1, 20222014, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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, 20222012, a recipient of any supervisory letter from, or since January 1, 20222012, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), except to the extent that any of the foregoing is subject to regulatory confidentiality restrictions prohibiting the disclosure of such Parent Regulatory Agreement to Seller, nor has Parent or any of its Subsidiaries been advised in writingwriting or, or to the knowledge of Parent’s knowledge, orally, since January 1, 20222012, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement, except to the extent that any such advice is subject to regulatory confidentiality restrictions prohibiting the disclosure of such Parent Regulatory Agreement to Seller.

Agreements with Regulatory Agencies. Neither Except as set forth on Section 4.14 of the Parent Disclosure Schedule, neither 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 been, since January 1, 20222014, a recipient of any supervisory letter from, or or, since January 1, 20222014, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writingwriting or, or to the knowledge of Parent’s knowledge, orally, since January 1, 20222014, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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, 20222014, a recipient of any supervisory letter from, or since January 1, 20222014, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writingwriting or, or to Parent’s knowledge, orally, since January 1, 20222014, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither 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, 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, 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 Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, since January 1, 2022, 2013 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Parent Regulatory Agreement.