Common use of Agreements with Regulatory Agencies Clause in Contracts

Agreements with Regulatory Agencies. For the avoidance of doubt, this Section 3.1(s) shall not be deemed to contemplate or require any representation or disclosure including on Schedule F that would involve “confidential supervisory information” or other similar information the disclosure of which is restricted pursuant to laws and regulations to which the Recipient is subject. Except as set forth on Schedule F, neither the Recipient nor any Recipient Subsidiary is subject to any material cease-and-desist or other similar order or enforcement or supervisory action issued by, or is a party to any material 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 capital directive by, or since December 31, 2017, has adopted any board resolutions at the request of, any Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies or procedures, its internal controls, its management or its operations or business (each item in this sentence, a “Regulatory Agreement”), nor has the Recipient or any Recipient Subsidiary been advised since December 31, 2017, by any such Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. The Recipient and each Recipient Subsidiary is in compliance in all material respects with each Regulatory Agreement to which it is party or subject, and neither the Recipient nor any Recipient Subsidiary has received any notice from any Governmental Entity indicating that either the Recipient or any Recipient Subsidiary is not in compliance in all material respects with any such Regulatory Agreement.

Agreements with Regulatory Agencies. For Except for the avoidance of doubtRegulatory Orders, this Section 3.1(s(i) shall the Company and the Company Subsidiaries (A) are not be deemed to contemplate or require any representation or disclosure including on Schedule F that would involve “confidential supervisory information” or other similar information the disclosure of which is restricted pursuant to laws and regulations to which the Recipient is subject. Except as set forth on Schedule F, neither the Recipient nor any Recipient Subsidiary is subject to any material cease-and-desist or other similar order or enforcement or supervisory action issued by, or is (B) are not a party to any material written agreement, consent agreement or memorandum of understanding with, or is (C) are not a party to any commitment letter or similar undertaking to, or is and (D) are not subject to any capital directive byby any Governmental Authority, or and (ii) since December 31, 20172007, each of the Company and the Company Subsidiaries has not adopted any board resolutions at the request of, any Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies or procedurespolicies, its internal controls, its management or its operations or business (each item in this sentence, a “Regulatory Agreement”), nor has the Recipient or Company nor any Recipient Subsidiary of the Company Subsidiaries been advised since December 31, 2017, 2007 by any such Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. The Recipient Except as Previously Disclosed, the Company and each Recipient Subsidiary is the Company Subsidiaries are in compliance in all material respects with each Regulatory Agreement to which it is they are party or subject, and neither the Recipient nor any Recipient Subsidiary has Company and the Company Subsidiaries have not received any notice from any Governmental Entity indicating that either the Recipient Company or any Recipient Subsidiary of the Company Subsidiaries is not in compliance in all material respects with any such Regulatory Agreement.

Agreements with Regulatory Agencies. For the avoidance of doubt, this Section 3.1(s) shall not be deemed to contemplate or require any representation or disclosure including on Schedule F that would involve “confidential supervisory information” or other similar information the disclosure of which is restricted pursuant to laws and regulations to which the Recipient is subject. Except as set forth on Schedule FE, to the knowledge of the Company, neither the Recipient Company nor any Recipient Company Subsidiary is subject to any material cease-and-desist or other similar order or enforcement or supervisory action issued by, or is a party to any material 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 capital directive by, or since December 31, 20172006, has adopted any board resolutions at the request of, any Governmental Entity (other than the primary insurance regulators with jurisdiction over the Company Subsidiaries) that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies or procedures, its internal controls, its management or its operations or business (each business. Each item in this sentencethe immediately preceding sentence and without taking into consideration of the parenthetical provided therein, is referred to herein as a “Regulatory Agreement”).” To the knowledge of the Company, neither the Company nor any Company Subsidiary has the Recipient or any Recipient Subsidiary been advised since December 31, 2017, 2006 by any such Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory AgreementAgreement (other than any such Regulatory Agreement that does not have a Company Material Adverse Effect). The Recipient Except as set forth on Schedule E, to the knowledge of the Company, the Company and each Recipient Company Subsidiary is are in compliance in all material respects with each Regulatory Agreement to which it is party or subject, and and, to the knowledge of the Company, neither the Recipient Company nor any Recipient Company Subsidiary has received any notice from any Governmental Entity indicating that either the Recipient Company or any Recipient Company Subsidiary is not in compliance in all material respects with any such Regulatory Agreement.

Agreements with Regulatory Agencies. For the avoidance of doubt, this Section 3.1(s) shall not be deemed to contemplate or require any representation or disclosure including Except as disclosed on Schedule F that would involve “confidential supervisory information” or other similar information the disclosure of which is restricted pursuant to laws and regulations to which the Recipient is subject. Except as set forth on Schedule F3.1(oo), neither the Recipient Company nor any Recipient Subsidiary Bank is subject to any material cease-and-desist or other similar order or enforcement or supervisory action issued by, or is a party to any material 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 capital directive by, or since December 31, 20172008, has adopted any board resolutions at the request of, any Governmental Entity governmental entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies or procedurespolicies, its internal controls, its management or its operations or business (each item in this sentence, a “Regulatory Agreement”), nor has the Recipient Company or any Recipient Subsidiary been advised since December 31, 2017, 2008 by any such Governmental Entity governmental entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. The Recipient Company and each Recipient Subsidiary is the Banks are in compliance in all material respects with each Regulatory Agreement to which it is party or subject, and neither the Recipient Company nor any Recipient Subsidiary Bank has received any notice from any Governmental Entity governmental entity indicating that the Company or either the Recipient or any Recipient Subsidiary Bank is not in compliance in all material respects with any such Regulatory Agreement. The Company and each Bank has, in all material respects, properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents, applicable federal and state law and regulation and common law. None of the Company, the Banks or any director, officer or employee of the Company or any Bank has, in any material respect, committed any breach of trust or fiduciary duty with respect to any such fiduciary account and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect the assets of such fiduciary account.

Agreements with Regulatory Agencies. For the avoidance of doubt, this Subject to Section 3.1(s) shall not be deemed to contemplate or require any representation or disclosure including on Schedule F that would involve “confidential supervisory information” or other similar information the disclosure of which is restricted pursuant to laws and regulations to which the Recipient is subject. Except as set forth on Schedule F9.14, neither the Recipient LINK nor any Recipient Subsidiary of its Subsidiaries is subject to any material cease-and-desist or other similar order or enforcement or supervisory action issued by, or is a party to any material 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 capital order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31January 1, 20172019, a recipient of any supervisory letter from, or since January 1, 2019, 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 liquidity and funding policies and practices, its ability to pay dividends, its credit, credit or risk management or compliance policies or procedures, its internal controlspolicies, its management or its operations or business (each item each, whether or not set forth in this sentencethe LINK Disclosure Schedule, a “LINK Regulatory Agreement”), nor has the Recipient LINK or any Recipient Subsidiary of its Subsidiaries been advised in writing, or to LINK’s knowledge, orally, since December 31January 1, 20172019, by any such Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such LINK Regulatory Agreement, nor does LINK believe that any such LINK Regulatory Agreement is likely to be initiated, ordered or requested. The Recipient LINK and each Recipient Subsidiary is its Subsidiaries are in compliance in all material respects with each LINK Regulatory Agreement to which it is a party or is subject, . LINK and neither the Recipient nor any Recipient Subsidiary has its Subsidiaries have not received any notice from any Governmental Entity indicating that either the Recipient LINK or any Recipient Subsidiary its Subsidiaries is not in compliance in all any material respects respect with any such LINK Regulatory Agreement.

Agreements with Regulatory Agencies. For Except for the avoidance of doubtGranite Regulatory Orders, this Section 3.1(s(i) shall Granite and the Granite Subsidiaries (A) are not be deemed to contemplate or require any representation or disclosure including on Schedule F that would involve “confidential supervisory information” or other similar information the disclosure of which is restricted pursuant to laws and regulations to which the Recipient is subject. Except as set forth on Schedule F, neither the Recipient nor any Recipient Subsidiary is subject to any material cease-and-desist or other similar order or enforcement or supervisory action issued by, or is (B) are not a party to any material written agreement, consent agreement or memorandum of understanding with, or is (C) are not a party to any commitment letter or similar undertaking towith, or is and (D) are not subject to any capital directive byby any Governmental Authority, or and (ii) since December 31, 20172010, each of Granite and the Granite Subsidiaries has not adopted any board resolutions at the request of, of any Governmental Entity Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies or procedurespolicies, its internal controls, its management or its operations or business (each item in this sentence, a “Regulatory Agreement”), nor has Granite nor any of the Recipient or any Recipient Subsidiary Granite Subsidiaries been advised since December 31, 2017, 2010 by any such Governmental Entity Authority that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. The Recipient Granite and each Recipient Subsidiary is the Granite Subsidiaries are in compliance in all material respects with each Regulatory Agreement to which it is they are party or subject, and neither Granite and the Recipient nor any Recipient Subsidiary has Granite Subsidiaries have not received any notice from any Governmental Entity Authority indicating that either the Recipient Granite or any Recipient Subsidiary of the Granite Subsidiaries is not in compliance in all material respects with any such Regulatory Agreement.

Agreements with Regulatory Agencies. For Each of the avoidance of doubt, this Section 3.1(s) shall not be deemed to contemplate or require any representation or disclosure including on Schedule F that would involve “confidential supervisory information” or other similar information Company and the disclosure of which is restricted pursuant to Subsidiaries are in compliance in all material respects with all applicable laws administered by and regulations to which of the Recipient is subjectU.S. Department of the Treasury, the Federal Reserve, the FDIC, the Pennsylvania Department of Banking and Securities and any other applicable federal or state bank regulatory authority (collectively, the "Bank Regulatory Authorities") with jurisdiction over the Company or a Subsidiary. Except (i) as set forth on Schedule Fotherwise disclosed in the Registration Statement and the Prospectus or (ii) as would not reasonably be expected to be material to, the Company or any Subsidiary, neither the Recipient Company nor any Recipient Subsidiary is subject to any material cease-and-desist or other similar order or enforcement or supervisory action issued by, or is a party to any material written agreement, cease and desist or consent agreement order, or memorandum of understanding with, or is a party to to, any commitment letter or similar undertaking to, or is subject to any capital order or directive by, or since December 31is a recipient of an extraordinary supervisory letter, 2017formal or informal action, sanction, limitation or restriction nor has the Company or any Subsidiary adopted any board resolutions at the request of, any Governmental Entity Bank Regulatory Authority (collectively, "Banking Enforcement Action") that currently restricts in any material respect materially the conduct of its business business, or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance credit policies or procedures, its internal controls, its management or its operations or business (each item in this sentence, a “Regulatory Agreement”)management, nor has the Recipient or have any Recipient Subsidiary of them been advised since December 31, 2017, by any such Governmental Entity Bank Regulatory Authority that it is considering issuing, initiating, ordering, contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Banking Enforcement Action and there is no unresolved violation, criticism or exception by any Bank Regulatory Agreement. The Recipient and each Recipient Subsidiary Authority with respect to any report or statement relating to any examinations of the Company of any of its Subsidiaries, which in any case specified in the foregoing clauses, to the Company's or the Subsidiaries knowledge, is in compliance in all material respects with each Regulatory Agreement to which it is party or subject, and neither the Recipient nor any Recipient Subsidiary has received any notice from any Governmental Entity indicating that either the Recipient or any Recipient Subsidiary is not in compliance in all material respects with any such Regulatory Agreementthreatened.

Agreements with Regulatory Agencies. For the avoidance of doubt, this Section 3.1(s) shall not be deemed to contemplate or require any representation or disclosure including on Schedule F that would involve “confidential supervisory information” or other similar information the disclosure of which is restricted pursuant to laws and regulations to which the Recipient Credit Union is subject. Except as set forth on Schedule F, neither the Recipient Credit Union nor any Recipient Credit Union Subsidiary is subject to any material cease-and-desist or other similar order or enforcement or supervisory action issued by, or is a party to any material 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 capital directive by, or since December 31, 2017, has adopted any board resolutions at the request of, any Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies or procedures, its internal controls, its management or its operations or business (each item in this sentence, a “Regulatory Agreement”), nor has the Recipient Credit‌‌‌ Union or any Recipient Credit Union Subsidiary been advised since December 31, 2017, by any such Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. The Recipient Credit Union and each Recipient Credit Union Subsidiary is in compliance in all material respects with each Regulatory Agreement to which it is party or subject, and neither the Recipient Credit Union nor any Recipient Credit Union Subsidiary has received any notice from any Governmental Entity indicating that either the Recipient Credit Union or any Recipient Credit Union Subsidiary is not in compliance in all material respects with any such Regulatory Agreement.

Agreements with Regulatory Agencies. For the avoidance of doubt, this Section 3.1(s) shall not be deemed to contemplate or require any representation or disclosure including on Schedule F that would involve “confidential supervisory information” or other similar information the disclosure of which is restricted pursuant to laws and regulations to which the Recipient is subject. Except as set forth on Schedule F, neither the Recipient nor any Recipient Subsidiary is subject to any material cease-and-desist or other similar order or enforcement or supervisory action issued by, or is a party to any material 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 capital directive by, or since December 31, 2017, has adopted any board resolutions at the request of, any Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies or procedures, its internal controls, its management or its operations or business (each item in this sentence, a “Regulatory Agreement”), nor has the Recipient or any Recipient Subsidiary been advised since December 31, 2017, by any such Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. The Recipient and each Recipient Subsidiary is in compliance in all material respects with each Regulatory Agreement to which it is party or subject, and neither the Recipient nor any Recipient Subsidiary has received any notice from any Governmental Entity indicating that either the Recipient or any Recipient Subsidiary is not in compliance in all material respects with any such Regulatory Agreement.

Agreements with Regulatory Agencies. For the avoidance of doubt, this Subject to Section 3.1(s) shall not be deemed to contemplate or require any representation or disclosure including on Schedule F that would involve “confidential supervisory information” or other similar information the disclosure of which is restricted pursuant to laws and regulations to which the Recipient is subject. Except as set forth on Schedule F9.14, neither the Recipient PFIS nor any Recipient Subsidiary of its Subsidiaries is subject to any material cease-and-desist or other similar order or enforcement or supervisory action issued by, or is a party to any material 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 capital order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31January 1, 20172020, a recipient of any supervisory letter from, or since January 1, 2020, 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 liquidity and funding policies and practices, its ability to pay dividends, its credit, credit or risk management or compliance policies or procedures, its internal controlspolicies, its management or its operations or business (each item each, whether or not set forth in this sentencethe PFIS Disclosure Schedule, a “PFIS Regulatory Agreement”), nor has the Recipient PFIS or any Recipient Subsidiary of its Subsidiaries been advised in writing, or to PFIS’s knowledge, orally, since December 31January 1, 20172019, by any such Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such PFIS Regulatory Agreement, nor does PFIS believe that any such PFIS Regulatory Agreement is likely to be initiated, ordered or requested. The Recipient PFIS and each Recipient Subsidiary is its Subsidiaries are in compliance in all material respects with each PFIS Regulatory Agreement to which it is a party or is subject, . PFIS and neither the Recipient nor any Recipient Subsidiary has its Subsidiaries have not received any notice from any Governmental Entity indicating that either the Recipient PFIS or any Recipient Subsidiary its Subsidiaries is not in compliance in all any material respects respect with any such PFIS Regulatory Agreement.