Common use of Compliance with Banking Laws Clause in Contracts

Compliance with Banking Laws. The Company, the Bank and, to the knowledge of the Company, the Company’s other subsidiaries are in compliance in all material respects with all laws administered by and regulations of any federal or state bank regulatory authority applicable to it or to them (including, without limitation, all regulations and orders of, or agreements with, any Regulatory Agency (as defined below), the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act and Title III of the U.S.A. Patriot Act), except where the failure to be in compliance would not result in a Material Adverse Effect. Except as otherwise disclosed to the Underwriters or counsel to the Underwriters, neither the Company nor any of its subsidiaries is subject or is party to, or has received any notice that any of them may become subject or party to any corrective, suspension or cease-and-desist order, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or is there in effect any board resolutions at the request of, any Regulatory Agency that currently relates to or restricts in any material respect the conduct of their business or that in any manner relates to their capital adequacy, credit policies or management (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries been advised by any Regulatory Agency that the Regulatory Agency is considering issuing or requesting any such Regulatory Agreement in each case that is applicable to the Company or the Bank specifically rather than to banks and bank or financial holding companies generally. The Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation (the “FDIC”) and the California Department of Financial Institutions (each a “Regulatory Agency”) are the principal regulators of the Company and its subsidiaries. The Company is not subject to any order of any Regulatory Agency which prohibits the payment of dividends by any of its subsidiaries.

Compliance with Banking Laws. The Company, the Bank and, to the knowledge of the Company, the Company’s other subsidiaries are in compliance in all material respects with all laws administered by and regulations of any federal or state bank regulatory authority applicable to it or to them (including, without limitation, all regulations and orders of, or agreements with, any Regulatory Agency (as defined below), the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act and Title III of the U.S.A. Patriot Act), except where the failure to be in compliance would not result in a Material Adverse Effect. Except as otherwise disclosed to the Underwriters or counsel to the Underwriters, neither the Company nor any of its subsidiaries is subject or is party to, or has received any notice that any of them may become subject or party to any corrective, suspension or cease-and-desist order, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or is there in effect any board resolutions at the request of, any Regulatory Agency that currently relates to or restricts in any material respect the conduct of their business or that in any manner relates to their capital adequacy, credit policies or management (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries been advised by any Regulatory Agency that the Regulatory Agency is considering issuing or requesting any such Regulatory Agreement in each case that is applicable to the Company or the Bank specifically rather than to banks and bank or financial holding companies generally. The Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation (the “FDIC”) and the California Department of Financial Institutions Business Oversight (each a “Regulatory Agency”) are the principal regulators of the Company and its subsidiaries. The Company is not subject to any order of any Regulatory Agency which prohibits the payment of dividends by any of its subsidiaries.