Common use of Compliance with Banking Laws and Regulations Clause in Contracts

Compliance with Banking Laws and Regulations. Neither the Company nor any of the Company Subsidiaries (including FirstBank) (i) is subject to (or has been advised that a Governmental Entity that regulates banking activities in any location in which the Company or any Company Subsidiary conducts banking activities (including the FDIC, the OCFI and the Federal Reserve) (each a “Bank Regulatory Agency”) is considering issuing, initiating or ordering) any cease-and-desist or similar order, or any enforcement action commenced, by any Bank Regulatory Agency or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with, or any commitment letter or written undertaking to, any Bank Regulatory Agency, and no resolution of the Board of Directors of the Company or any of the Company Subsidiaries (including FirstBank) is in effect that was adopted at the request of a Bank Regulatory Agency that restricts in any material respect the conduct of its business or that relates in a material manner to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its operations or business, other than the FDIC Consent Order, the OCFI Order, the Federal Reserve Agreement and a confidential agreement dated September 28, 2010 with a Bank Regulatory Agency. The Company and each of the Company Subsidiaries is in compliance in all material respects with all agreements, commitments and undertakings it has made to a Governmental Entity that are currently in effect (including the FDIC Consent Order, the OCFI Order and the Federal Reserve Agreement) and neither the Company nor any of the Company Subsidiaries has received any notice from any Bank Regulatory Agency indicating that either the Company or any of the Company Subsidiaries is not in compliance in all material respects with any such agreement, commitment or undertaking.

Compliance with Banking Laws and Regulations. Neither the Company nor any of the Company Subsidiaries (including FirstBank) (i) is subject to (or has been advised that a Governmental Entity that regulates banking activities in any location in which the Company or any Company Subsidiary conducts banking activities (including the FDIC, the OCFI and the Federal Reserve) (each a “Bank Regulatory Agency”) is considering issuing, initiating or ordering) any cease-and-desist or similar order, or any enforcement action commenced, by any Bank Regulatory Agency or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with, or any commitment letter or written undertaking to, any Bank Regulatory Agency, and no resolution of the Board of Directors of the Company or any of the Company Subsidiaries (including FirstBank) is in effect that was adopted at the request of a Bank Regulatory Agency that restricts in any material respect the conduct of its business or that relates in a material manner to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its operations or business, other than the FDIC Consent Order, the OCFI Order, the Federal Reserve Agreement and a confidential agreement dated September 28, 2010 with a Bank Regulatory Agency. The Company and each of the Company Subsidiaries is in compliance in all material respects with all agreements, commitments and undertakings it has made to a Governmental Entity that are currently in effect (including the FDIC Consent Order, the OCFI Order and the Federal Reserve Agreement) and neither the Company nor any of the Company Subsidiaries has received any notice from any Bank Regulatory Agency indicating that either the Company or any of the Company Subsidiaries is not in compliance in all material respects with any such agreement, commitment or undertaking. Since January 1, 2008, the Company and each Company Subsidiary have filed all material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Bank Regulatory Agencies, including, without limitation, all financial statements and financial information required to be filed by it under the Federal Deposit Insurance Act and the Bank Holding Company Act. As of their respective dates, such reports complied in all material respects with all the rules and regulations promulgated by the applicable Bank Regulatory Agencies.

Compliance with Banking Laws and Regulations. Neither the Company nor any of the Company Subsidiaries (including FirstBank) (i) is subject to (or has been advised that a Governmental Entity that regulates banking activities in any location in which the Company or any Company Subsidiary conducts banking activities (including the FDIC, the OCFI and the Federal Reserve) (each a “Bank Regulatory Agency”“) is considering issuing, initiating or ordering) any cease-and-desist or similar order, or any enforcement action commenced, by any Bank Regulatory Agency or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with, or any commitment letter or written undertaking to, any Bank Regulatory Agency, and no resolution of the Board of Directors of the Company or any of the Company Subsidiaries (including FirstBank) is in effect that was adopted at the request of a Bank Regulatory Agency that restricts in any material respect the conduct of its business or that relates in a material manner to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its operations or business, other than the FDIC Consent Order, the OCFI Order, the Federal Reserve Agreement and a confidential agreement dated September 28, 2010 with a Bank Regulatory Agency. The Company and each of the Company Subsidiaries is in compliance in all material respects with all agreements, commitments and undertakings it has made to a Governmental Entity that are currently in effect (including the FDIC Consent Order, the OCFI Order and the Federal Reserve Agreement) and neither the Company nor any of the Company Subsidiaries has received any notice from any Bank Regulatory Agency indicating that either the Company or any of the Company Subsidiaries is not in compliance in all material respects with any such agreement, commitment or undertaking. Since January 1, 2008, the Company and each Company Subsidiary have filed all material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Bank Regulatory Agencies, including, without limitation, all financial statements and financial information required to be filed by it under the Federal Deposit Insurance Act and the Bank Holding Company Act. As of their respective dates, such reports complied in all material respects with all the rules and regulations promulgated by the applicable Bank Regulatory Agencies.

Compliance with Banking Laws and Regulations. Neither the Company nor any of the Company Subsidiaries (including FirstBank) (i) is subject to (or has been advised that a Governmental Entity that regulates banking activities in any location in which the Company or any Company Subsidiary conducts banking activities (including the FDIC, the OCFI and the Federal Reserve) (each a “Bank Regulatory Agency”) is considering issuing, initiating or ordering) any cease-and-desist or similar order, or any enforcement action commenced, by any Bank Regulatory Agency or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with, or any commitment letter or written undertaking to, any Bank Regulatory Agency, and no resolution of the Board of Directors of the Company or any of the Company Subsidiaries (including FirstBank) is in effect that was adopted at the request of a Bank Regulatory Agency that restricts in any material respect the conduct of its business or that relates in a material manner to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its operations or business, other than the FDIC Consent Order, the OCFI Order, the Federal Reserve Agreement and a confidential agreement dated September 28, 2010 with a Bank Regulatory Agency. The Company and each of the Company Subsidiaries is in compliance in all material respects with all agreements, commitments and undertakings it has made to a Governmental Entity that are currently in effect (including the FDIC Consent Order, the OCFI Order and the Federal Reserve Agreement) and neither the Company nor any of the Company Subsidiaries has received any notice from any Bank Regulatory Agency indicating that either the Company or any of the Company Subsidiaries is not in compliance in all material respects with any such agreement, commitment or undertaking. Since January 1, 2008, the Company and its subsidiaries have filed all material reports, registrations and statements, together with any required amendments thereto, that they were required to file with the Bank Regulatory Agencies, including, without limitation, all financial statements and financial information required to be filed by them under the Federal Deposit Insurance Act and the Bank Holding Company Act. As of their respective dates, such reports complied in all material respects with all the rules and regulations promulgated by the applicable Bank Regulatory Agencies.