Common use of Reports; Regulatory Matters Clause in Contracts

Reports; Regulatory Matters. (a) SIC and each of its Subsidiaries have timely filed all reports, registration statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 with (i) the SEC and (ii) any SROs and with each applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31, 2014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity in the ordinary course of the business, no SRO or Governmental Entity has initiated since December 31, 2014 or has pending any proceeding, enforcement action or, to the knowledge of SIC, investigation into the business, disclosures or operations of SIC or any of its Subsidiaries. Since December 31, 2014, no SRO or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SIC, investigation into the business, disclosures or operations of SIC or any of its Subsidiaries. There is no unresolved, or, to SIC’s knowledge, threatened criticism, comment, exception or stop order by any SRO or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC or any of its Subsidiaries. Since December 31, 2014, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO or Governmental Entity with respect to the business, operations, policies or procedures of SIC or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SIC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC MDLY and each of its Subsidiaries have timely filed all reports, registration statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 with (i) the SEC and SEC, (ii) the NYSE, and (iii) any SROs and with each other applicable SRO or Governmental Entity, and all other reports and statements required to be filed by them since December 31, 2014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC MDLY and its Subsidiaries conducted by a SRO or Governmental Entity in the ordinary course of the business, no SRO or Governmental Entity has initiated since December 31, 2014 or has pending any proceeding, enforcement action or, to the knowledge of SICMDLY, investigation into the business, disclosures or operations of SIC MDLY or any of its Subsidiaries. Since December 31, 2014, no SRO or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICMDLY, investigation into the business, disclosures or operations of SIC MDLY or any of its Subsidiaries. There is no unresolved, or, to SICMDLY’s knowledge, threatened criticism, comment, exception or stop order by any SRO or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC MDLY or any of its Subsidiaries. Since December 31, 2014, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO or Governmental Entity with respect to the business, operations, policies or procedures of SIC MDLY or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SICMDLY’s ordinary course of business). SIC MDLY has made available to MCC SIC all correspondence between SIC MDLY or any of its Subsidiaries and the SEC SEC, the NYSE and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC The Company and each of its Subsidiaries have Company Subsidiary has timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were it was required to file since December 31January 1, 2014 2004 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) the Office of the Comptroller of the Currency, (iv) the NASD, (v) any SROs state banking agency, insurance commission or other state regulatory authority, (vi) the SEC, (vii) any foreign regulatory authority and (viii) any SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of the Company and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2004 or has pending any proceeding, enforcement action or, to the knowledge of SICthe Company, investigation into the business, disclosures or operations of SIC the Company or any of its SubsidiariesCompany Subsidiary. Since December 31January 1, 20142004, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICthe Company, investigation into the business, disclosures or operations of SIC the Company or any of its SubsidiariesCompany Subsidiary. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, criticism or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC the Company or any of its SubsidiariesCompany Subsidiary. Since December 31January 1, 20142004, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC the Company or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SIC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014Company Subsidiary.

Reports; Regulatory Matters. (a) SIC and each of its Subsidiaries have timely filed all reports, registration statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 with (i) the SEC and (ii) any SROs and with each applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31, 2014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity in the ordinary course of the business, no SRO or Governmental Entity has initiated since December 31, 2014 or has pending any proceeding, enforcement action or, to the knowledge of SIC, investigation into the business, disclosures or operations of SIC or any of its Subsidiaries. Since December 31, 2014, no SRO or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SIC, investigation into the business, disclosures or operations of SIC or any of its Subsidiaries. There is no unresolved, or, to SIC’s knowledge, threatened criticism, comment, exception or stop order by any SRO or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC or any of its Subsidiaries. Since December 31, 2014, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO or Governmental Entity with respect to the business, operations, policies or procedures of SIC or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SIC’s ordinary course of business). SIC has made available to MCC MDLY all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC MCC and each of its Subsidiaries have timely filed all reports, registration statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 with (i) the SEC and SEC, (ii) the NYSE, and (iii) any SROs and with each other applicable SRO or Governmental Entity, and all other reports and statements required to be filed by them since December 31, 2014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC MCC and its Subsidiaries conducted by a SRO or Governmental Entity in the ordinary course of the business, no SRO or Governmental Entity has initiated since December 31, 2014 or has pending any proceeding, enforcement action or, to the knowledge of SICMCC, investigation into the business, disclosures or operations of SIC MCC or any of its Subsidiaries. Since December 31, 2014, no SRO or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICMCC, investigation into the business, disclosures or operations of SIC MCC or any of its Subsidiaries. There is no unresolved, or, to SICMCC’s knowledge, threatened criticism, comment, exception or stop order by any SRO or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC MCC or any of its Subsidiaries. Since December 31, 2014, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO or Governmental Entity with respect to the business, operations, policies or procedures of SIC MCC or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SICMCC’s ordinary course of business). SIC MCC has made available to MCC SIC all correspondence between SIC MCC or any of its Subsidiaries and the SEC SEC, the NYSE and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Company and each of its Subsidiaries have timely filed all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2006 with (i) the SEC and FINRA, (ii) the SEC, (iii) the Office of Thrift Supervision (the “OTS”), (iv) the FDIC, (v) the NYSE, (vi) any SROs state consumer finance, mortgage banking or insurance regulatory authority or agency, (vii) any non-U.S. regulatory authority and (viii) any SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign non-U.S. entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or other Governmental Entity in the ordinary course of the businessbusiness of Company and its Subsidiaries, no SRO Regulatory Agency or other Governmental Entity has initiated since December 31January 1, 2014 2006 or has pending any proceeding, enforcement action or, to the knowledge of SICCompany, investigation into the business, disclosures or operations of SIC Company or any of its Subsidiaries. Since December 31January 1, 20142006, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICCompany, investigation into the business, disclosures or operations of SIC Company or any of its Subsidiaries. There is no unresolved, or, to SICCompany’s knowledge, threatened criticism, comment, exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Company or any of its Subsidiaries. Since December 31January 1, 20142006, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC Company or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or other Governmental Entity in SICCompany’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Parent and each of its Subsidiaries have timely filed all reports, registration statements, proxy statements and certificationsother materials, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2006 with (i) the SEC Regulatory Agencies and (ii) any SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or other Governmental Entity in the ordinary course of the businessbusiness of Parent and its Subsidiaries, no SRO Regulatory Agency or other Governmental Entity has initiated since December 31January 1, 2014 2006 or has pending any proceeding, enforcement action or, to the knowledge of SICParent, investigation into the business, disclosures or operations of SIC Parent or any of its Subsidiaries. Since December 31January 1, 20142006, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICParent, investigation into the business, disclosures or operations of SIC Parent or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Parent or any of its Subsidiaries. Since December 31January 1, 2014, 2006 there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC Parent or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or other Governmental Entity in SICParent’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Each of the Companies and each of its their Subsidiaries have timely filed or furnished, as applicable, all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since December 31January 1, 2014 2006 with (i) the SEC and any state regulatory authority, (ii) the SEC, (iii) any SROs foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since December 31January 1, 20142006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity as set forth in the ordinary course Section 3.5 of the businessCompany Disclosure Schedule, no SRO Regulatory Agency or other Governmental Entity has initiated since December 31January 1, 2014 2006 or has pending any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC any of the Companies or any of its Subsidiaries. Since December 31January 1, 20142006, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC any of the Companies or any of its Subsidiaries. There is no unresolved, or, to SICSeller’s knowledge, threatened criticism, comment, exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC any of the Companies or any of its Subsidiaries. Since December 31January 1, 20142006, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC any of the Companies or any of its Subsidiaries (other than normal examinations conducted inquiries made by a SRO Regulatory Agency or other Governmental Entity in SIC’s the Companies’ ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC The Company and each of its Subsidiaries have timely filed all reports, registration statements forms, correspondence, registrations and certificationsstatements, together with any amendments required to be made with respect theretothereto (“Reports”), that they were required to file since December 31January 1, 2014 2006 with (i) the SEC any domestic securities, broker-dealer, investment adviser, and insurance agency self-regulatory organization, (ii) the Federal Reserve Board, (iii) the OTS, (iv) the FDIC and (v) any SROs other federal or state governmental or regulatory agency or authority with supervisory responsibility over the operations of the Company and with each applicable Governmental Entityits Subsidiaries (the agencies and authorities identified in clauses (i) through (v), inclusive, are, collectively, the “Regulatory Agencies”), and all other reports and statements required to be filed by them since December 31January 1, 20142006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO or Governmental Entity, Regulatory Agency and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to the jurisdiction of a non-U.S. Governmental Authority. Any such Report and any statement regarding the Company or any of its Subsidiaries made in any Report filed with or otherwise submitted to any Regulatory Agency complied in all material respects with relevant legal requirements, including as to content. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity Regulatory Agency in the ordinary course of the businessbusiness of the Companies and its Subsidiaries, there are no SRO or Governmental Entity has initiated since December 31material pending proceedings before, 2014 or has pending any proceeding, enforcement action or, to the knowledge Knowledge of SICthe Company, investigation material investigations by, any Regulatory Agency into the business, disclosures business or operations of SIC the Company or any of its Subsidiaries. Since December 31, 2014, no SRO or Governmental Entity has resolved any proceeding, enforcement action or, Except as have been previously disclosed to the knowledge of SICCompany Board, investigation into the businessthere are no unresolved violations, disclosures criticisms, or operations of SIC or any of its Subsidiaries. There is no unresolved, or, to SIC’s knowledge, threatened criticism, comment, exception or stop order exceptions by any SRO or Governmental Entity Regulatory Agency with respect to any report or statement relating to any examinations or inspections of SIC the Company or any of its Subsidiaries. Since December 31, 2014except for any such violations, there have been no formal criticisms or informal inquiries byexceptions are not, individually or disagreements or disputes within the aggregate, any SRO or Governmental Entity with respect to the business, operations, policies or procedures of SIC or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SIC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014material.

Reports; Regulatory Matters. (a) SIC GBC and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2003 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) the GDBF, (iv) any SROs state insurance commission or other state regulatory authority and (v) the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142003, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of GBC and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2003 or has pending any proceeding, enforcement action or, to the knowledge of SICGBC, investigation into the business, disclosures or operations of SIC GBC or any of its Subsidiaries. Since December 31January 1, 20142003, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICGBC, investigation into the business, disclosures or operations of SIC GBC or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC GBC or any of its Subsidiaries. Since December 31January 1, 20142003, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC GBC or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICGBC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Each of the Companies and each of its their Subsidiaries have timely filed or furnished, as applicable, all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since December 31January 1, 2014 2006 with (i) the SEC and any state regulatory authority, (ii) the SEC, (iii) any SROs foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since December 31January 1, 20142006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity as set forth in the ordinary course Section 3.5 of the businessCompany Disclosure Schedule, no SRO Regulatory Agency or other Governmental Entity has initiated since December 31January 1, 2014 2006 or has pending any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC either of the Companies or any of its their Subsidiaries. Since December 31January 1, 20142006, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC either of the Companies or any of its their Subsidiaries. There is no unresolved, or, to SICSeller’s knowledge, threatened criticism, comment, exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC either of the Companies or any of its their Subsidiaries. Since December 31January 1, 20142006, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC either of the Companies or any of its their Subsidiaries (other than normal examinations conducted inquiries made by a SRO Regulatory Agency or other Governmental Entity in SIC’s the Companies’ ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Seller and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2010 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) any SROs state insurance commission or other state regulatory authority, (iv) any foreign regulatory authority, (v) any SRO and (vi) the Securities and Exchange Commission (“SEC”) (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142010, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Seller and its Subsidiaries, or as disclosed in the Seller SEC Reports, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2010 or has pending any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC Seller or any of its Subsidiaries. Since December 31January 1, 20142010, except as disclosed in the Seller SEC Reports, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC Buyer or any of its Subsidiaries. There Seller and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, criticism or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of SIC Seller or any of its Subsidiaries. Since December 31January 1, 20142010, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC Seller or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICSeller’s ordinary course of businessbusiness or as disclosed in the Seller SEC Reports). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC The Company and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2004 with (i) the SEC and Office of Thrift Supervision, (ii) the SEC, (iii) any SROs state regulatory authority and with each applicable Governmental Entity(iv) any industry self-regulatory agency (collectively, “Regulatory Agencies”), and all other reports and statements required to be filed by them since December 31January 1, 20142004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to make such filings would not reasonably be expected to have a Material Adverse Effect on the Company. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of the Company and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31, 2014 or has pending any proceeding, enforcement action or, to the knowledge of SICthe Company, investigation into the business, disclosures or operations of SIC the Company or any of its SubsidiariesSubsidiaries since January 1, 2004. Since December 31January 1, 20142004, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICthe Company, investigation into the business, disclosures or operations of SIC the Company or any of its Subsidiaries. There (i) is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC the Company or any of its Subsidiaries. Since December 31, 2014, there have Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC the Company or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SIC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31January 1, 20142004.

Reports; Regulatory Matters. (a) SIC and each Except as set forth on Section 5.5(a) of its Subsidiaries have the Piedmont Disclosure Schedule, Piedmont has timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2012 with (i) the SEC Regulatory Agencies and (ii) any SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Piedmont, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2012 or has pending any proceeding, enforcement action or, to the knowledge of SICPiedmont, investigation into the business, disclosures or operations of SIC or any of its SubsidiariesPiedmont. Since December 31January 1, 20142012, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICPiedmont, investigation into the business, disclosures or operations of SIC or any of its SubsidiariesPiedmont. There Piedmont has fully complied with, and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, criticism or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of SIC or any of its SubsidiariesPiedmont. Since December 31January 1, 20142012, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC or any of its Subsidiaries Piedmont (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICPiedmont’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Except as set forth on Section 3.5(a) of the First Charter Disclosure Schedule, First Charter and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2004 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) any SROs state insurance commission or other state regulatory authority, (iv) any foreign regulatory authority, (v) any SRO, and (vi) the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of First Charter and its Subsidiaries, or as disclosed in the First Charter SEC Reports, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2004 or has pending any proceeding, enforcement action or, to the knowledge of SICFirst Charter, investigation into the business, disclosures or operations of SIC First Charter or any of its Subsidiaries. Since December 31Except as set forth on Section 3.5(a) of the First Charter Disclosure Schedule or as disclosed in the First Charter SEC Reports, 2014since January 1, 2004, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICFirst Charter, investigation into the business, disclosures or operations of SIC First Charter or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC First Charter or any of its Subsidiaries. Since December 31January 1, 20142004, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC First Charter or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICFirst Charter’s ordinary course of businessbusiness or as disclosed in the First Charter SEC Reports). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC MBNA and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2002 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) the Office of the Comptroller of the Currency, (iv) any SROs state insurance commission or other state regulatory authority, (v) the SEC, (vi) the FSA, the OSFI and any other foreign regulatory authority and (vii) any SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142002, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of MBNA and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2002 or has pending any proceeding, enforcement action or, to the knowledge of SICMBNA, investigation into the business, disclosures or operations of SIC MBNA or any of its Subsidiaries. Since December 31January 1, 20142002, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICMBNA, investigation into the business, disclosures or operations of SIC MBNA or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC MBNA or any of its Subsidiaries. Since December 31January 1, 20142002, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC MBNA or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICMBNA’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Yadkin and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2012 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) any SROs state insurance commission or other state regulatory authority, (iv) any foreign regulatory authority, (v) any SRO and (vi) the Securities and Exchange Commission (“SEC”) (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Yadkin and its Subsidiaries, or as disclosed in the Yadkin SEC Reports, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2012 or has pending any proceeding, enforcement action or, to the knowledge of SICYadkin, investigation into the business, disclosures or operations of SIC Yadkin or any of its Subsidiaries. Since December 31January 1, 20142012, except as disclosed in the Yadkin SEC Reports, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICYadkin, investigation into the business, disclosures or operations of SIC Yadkin or any of its Subsidiaries. There Except as set forth on Section 3.5(a) of the Yadkin Disclosure Schedule, Yadkin and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, criticism or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of SIC Yadkin or any of its Subsidiaries. Since December 31January 1, 20142012, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC Yadkin or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICYadkin’s ordinary course of businessbusiness or as disclosed in the Yadkin SEC Reports). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Fifth Third and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2004 with (i) the SEC Regulatory Agencies and (ii) any SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO or Governmental EntityRegulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Fifth Third and its Subsidiaries, or as disclosed in the Fifth Third SEC Reports, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2004 or has pending any proceeding, enforcement action or, to the knowledge of SICFifth Third, investigation into the business, disclosures or operations of SIC Fifth Third or any of its Subsidiaries. Since December 31January 1, 20142004, except as disclosed in the Fifth Third SEC Reports, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICFifth Third, investigation into the business, disclosures or operations of SIC Fifth Third or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, criticism or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Fifth Third or any of its Subsidiaries. Since December 31January 1, 20142004, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC Fifth Third or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICFifth Third’s ordinary course of businessbusiness or as disclosed in the Fifth Third SEC Reports). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Company and each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since December 31January 1, 2014 2006 with (i) the SEC and any state regulatory authority, (ii) the SEC, (iii) any SROs foreign regulatory authority, (iv) any self-regulatory authority and (v) the FDIC, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since December 31January 1, 20142006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity as set forth in the ordinary course Section 3.5 of the businessCompany Disclosure Schedule, no SRO Regulatory Agency or other Governmental Entity has initiated since December 31January 1, 2014 2006 or has pending any proceeding, enforcement action or, to the knowledge of SICCompany, investigation into the business, disclosures or operations of SIC Company or any of its Subsidiaries. Since December 31January 1, 20142006, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICCompany, investigation into the business, disclosures or operations of SIC Company or any of its Subsidiaries. There is no unresolved, or, to SICCompany’s knowledge, threatened criticism, comment, exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Company or any of its Subsidiaries. Since December 31January 1, 20142006, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC Company or any of its Subsidiaries (other than normal examinations conducted inquiries made by a SRO Regulatory Agency or other Governmental Entity in SICCompany’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Buyer and each of its Subsidiaries have timely filed all reports, registration statements, proxy statements and certificationsother materials, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 2005 with (i) the SEC Regulatory Agencies and (ii) any SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31, 20142005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or other Governmental Entity in the ordinary course of the businessbusiness of Buyer and its Subsidiaries (copies of any deficiency letter of the SEC and any correspondence relating thereto having been furnished to the Company), no SRO Regulatory Agency or other Governmental Entity has initiated since December 31, 2014 2005 or has pending any proceeding, enforcement action or, to the knowledge of SICBuyer, investigation into the business, disclosures or operations of SIC Buyer or any of its Subsidiaries. Since December 31, 20142005, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICBuyer, investigation into the business, disclosures or operations of SIC Buyer or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Buyer or any of its Subsidiaries. Since December 31, 2014, 2005 there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC Buyer or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or other Governmental Entity in SICBuyer’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Target and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2008 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) any SROs state insurance commission or other state regulatory authority, (iv) any foreign regulatory authority, (v) any SRO and (vi) the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142008, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth on Section 3.5(a) of the Target Disclosure Schedule and except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Target and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2008 or has pending any proceeding, enforcement action or, to the knowledge of SICTarget, investigation into the business, disclosures or operations of SIC Target or any of its Subsidiaries. Since December 31Except as set forth on Section 3.5(a) of the Target Disclosure Schedule, 2014since January 1, 2008, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICTarget, investigation into the business, disclosures or operations of SIC Target or any of its Subsidiaries. There Target and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of SIC Target or any of its Subsidiaries. Since December 31January 1, 20142008, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC Target or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICTarget’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Parent and each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnished, as applicable, since December 31January 1, 2014 2006 with (i) the SEC and (ii) any SROs Regulatory Agencies and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since December 31January 1, 20142006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or other Governmental Entity in the ordinary course of the businessbusiness of Parent and its Subsidiaries, no SRO Regulatory Agency or other Governmental Entity has initiated since December 31January 1, 2014 2006 or has pending any proceeding, enforcement action or, to the knowledge of SICParent, investigation into the business, disclosures or operations of SIC Parent or any of its Subsidiaries. Since December 31January 1, 20142006, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICParent, investigation into the business, disclosures or operations of SIC Parent or any of its Subsidiaries. There is no unresolved, unresolved or, to SICParent’s knowledge, threatened criticism, comment, exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Parent or any of its Subsidiaries. Since December 31January 1, 2014, 2006 there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC Parent or any of its Subsidiaries (other than normal examinations conducted inquiries made by a SRO Regulatory Agency or other Governmental Entity in SICParent’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Citizens and each of its Subsidiaries have Citizens Subsidiary has timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were it was required to file since December 31January 1, 2014 2004 with (i) the SEC and (ii) any SROs Regulatory Agencies and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except in all cases as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Citizens. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Citizens and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2004 or has pending any proceeding, enforcement action or, to the knowledge of SICCitizens, investigation into the business, disclosures or operations of SIC Citizens or any of its Subsidiaries. Since December 31January 1, 20142004, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICCitizens, investigation into the business, disclosures or operations of SIC Citizens or any of its Subsidiaries. Since January 1, 2004, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Citizens, investigation into the business, disclosures or operations of Citizens or any Citizens Subsidiary. There is no unresolvedmaterial unresolved violation, or, to SIC’s knowledge, threatened criticism, comment, or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Citizens or any of its Subsidiaries. Since December 31January 1, 2014, 2004 there have has been no formal or informal material inquiries by, or material disagreements or disputes with, any SRO or Governmental Entity Regulatory Agency with respect to the business, operations, policies or procedures of SIC Citizens or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SIC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014Citizens Subsidiary.

Reports; Regulatory Matters. (a) SIC Target and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2012 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) the VBFI, (iv) any SROs state insurance commission or other state regulatory authority, (v) any foreign regulatory authority, (vi) any SRO and (vii) the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Target and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2012 or has pending any proceeding, enforcement action or, to the knowledge of SICTarget, investigation into the business, disclosures or operations of SIC Target or any of its Subsidiaries. Since December 31Except as set forth on Section 3.5(a) of the Target Disclosure Schedule, 2014since January 1, 2012, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICTarget, investigation into the business, disclosures or operations of SIC Target or any of its Subsidiaries. There Target and its Subsidiaries have complied in all material respects with, and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of SIC Target or any of its Subsidiaries. Since December 31, 2014, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO or Governmental Entity with respect to the business, operations, policies or procedures of SIC or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SIC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Each of the Companies and each of its their Subsidiaries have timely filed or furnished, as applicable, all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since December 31January 1, 2014 2006 with (i) the SEC and any state regulatory authority, (ii) the SEC, (iii) any SROs foreign regulatory authority, and (iv) any self- regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since December 31January 1, 20142006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity as set forth in the ordinary course Section 3.5 of the businessCompany Disclosure Schedule, no SRO Regulatory Agency or other Governmental Entity has initiated since December 31January 1, 2014 2006 or has pending any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC any of the Companies or any of its Subsidiaries. Since December 31January 1, 20142006, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC any of the Companies or any of its Subsidiaries. There is no unresolved, or, to SICSeller’s knowledge, threatened criticism, comment, exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC any of the Companies or any of its Subsidiaries. Since December 31January 1, 20142006, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC any of the Companies or any of its Subsidiaries (other than normal examinations conducted inquiries made by a SRO Regulatory Agency or other Governmental Entity in SIC’s the Companies’ ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Purchaser and each of its Subsidiaries Consolidated Subsidiaries, in all material respects, have timely filed all reports, registration statements schedules, registrations, statements, certifications and certificationsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 2009 (the “Purchaser Lookback Date”) with (i) the SEC SEC, NASDAQ and (ii) any SROs and with each applicable other Governmental Entityor Regulatory Authority, and all other reports and statements required to be filed by them since December 31, 2014, including any report or statement required to be filed the Purchaser Lookback Date pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO or Governmental Entity, Laws and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Governmental or Governmental Entity Regulatory Authority in the ordinary course of business of Purchaser and its Consolidated Subsidiaries, since the businessPurchaser Lookback Date, no SRO Governmental or Governmental Entity Regulatory Authority has initiated since December 31, 2014 or has pending any proceeding, enforcement action or, to the knowledge of SIC, proceeding or investigation into the business, disclosures or operations of SIC Purchaser or any of its Consolidated Subsidiaries. Since December 31To the knowledge of Purchaser, 2014since the Purchaser Lookback Date, no SRO Governmental or Governmental Entity Regulatory Authority has resolved any proceeding, enforcement action or, to the knowledge of SIC, proceeding or investigation into the business, disclosures or operations of SIC Purchaser or any of its Consolidated Subsidiaries. There To the knowledge of Purchaser, there is no unresolved, or, to SIC’s knowledge, threatened criticism, comment, unresolved comment or exception or stop order by any SRO Governmental or Governmental Entity Regulatory Authority with respect to any report or statement relating to any examinations or inspections of SIC Purchaser or any of its Consolidated Subsidiaries. Since December 31To the knowledge of Purchaser, 2014since the Purchaser Lookback Date, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Governmental or Governmental Entity Regulatory Authority with respect to the business, operations, policies or procedures of SIC Purchaser or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SIC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014Consolidated Subsidiaries.

Reports; Regulatory Matters. (a) SIC Company and each of its Subsidiaries have timely filed all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2006 with (i) the SEC and OTS, (ii) the FDIC, (iii) American Stock Exchange, (iv) any SROs state consumer finance or mortgage banking regulatory authority or other Agency, and (v) the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except Other than with respect to the OTS Orders, and except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or other Governmental Entity in the ordinary course of the businessbusiness of Company and its Subsidiaries, no SRO Regulatory Agency or other Governmental Entity has initiated since December 31January 1, 2014 2006 or has pending any proceeding, enforcement action or, to the knowledge of SICCompany, investigation into the business, disclosures or operations of SIC Company or any of its Subsidiaries. Since December 31January 1, 20142006, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICCompany, investigation into the business, disclosures or operations of SIC Company or any of its Subsidiaries. There is no unresolved, or, to SICCompany’s knowledge, threatened criticism, comment, exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Company or any of its Subsidiaries. Since December 31January 1, 20142006, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC Company or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or other Governmental Entity in SICCompany’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC The Company and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2003 with (i) the SEC and Board of Governors of the Federal Reserve System (the “Federal Reserve”), (ii) the FDIC, (iii) the Office of the Comptroller of the Currency (the “OCC”), (iv) the SEC, (v) the Texas Department of Banking, (vii) any SROs applicable industry self-regulatory organization, and with (viii) each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142003, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity in the ordinary course of the businessbusiness of the Company and its Subsidiaries, no SRO or Governmental Entity has initiated since December 31January 1, 2014 2003 or has pending any proceeding, enforcement action or, to the knowledge of SICthe Company, investigation into the business, disclosures or operations of SIC the Company or any of its Subsidiaries. Since December 31January 1, 20142003, no SRO or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICthe Company, investigation into the business, disclosures or operations of SIC the Company or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC the Company or any of its Subsidiaries. Since December 31January 1, 20142003, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO or Governmental Entity with respect to the business, operations, policies or procedures of SIC the Company or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SICthe Company’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Except as set forth on Section 3.5(a) of the GB&T Disclosure Schedule, GB&T and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2004 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) any SROs state insurance commission or other state regulatory authority, (iv) any foreign regulatory authority, (v) any applicable industry self-regulatory organization, and (vi) the SEC (collectively, "Regulatory Agencies") and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of GB&T and its Subsidiaries, or as disclosed in the GB&T SEC Reports, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2004 or has pending any proceeding, enforcement action or, to the knowledge of SICGB&T, investigation into the business, disclosures or operations of SIC GB&T or any of its Subsidiaries. Since December 31Except as set forth on Section 3.5(a) of the GB&T Disclosure Schedule or as disclosed in the GB&T SEC Reports, 2014since January 1, 2004, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICGB&T, investigation into the business, disclosures or operations of SIC GB&T or any of its Subsidiaries. There Except as set forth on Section 3.5(a) of the GB&T Disclosure Schedule, there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC GB&T or any of its Subsidiaries. Since December 31Except as set forth on Section 3.5(a) of the GB&T Disclosure Schedule, 2014since January 1, 2004, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC GB&T or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SIC’s GB&T's ordinary course of businessbusiness or as disclosed in the GB&T SEC Reports). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC State Street and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2005 with (i) the SEC Regulatory Agencies and (ii) any SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entityentity or country, or any SRO or Governmental EntityRegulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of State Street and its Subsidiaries (and which resulted in no material deficiencies or issues being identified by the applicable Regulatory Agency or Governmental Entity), no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2005 or has pending any proceeding, enforcement action or, to the knowledge of SICState Street, investigation into the business, disclosures disclosures, operations, policies or operations procedures of SIC State Street or any of its Subsidiaries. Since December 31January 1, 20142005, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICState Street, investigation into the business, disclosures disclosures, operations, policies or operations procedures of SIC State Street or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC State Street or any of its Subsidiaries. Since December 31January 1, 20142005, there have has been no formal or or, with respect to the Federal Reserve Board, FDIC, the SEC, the NASD and state banking regulators only, informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, disclosures, policies or procedures of SIC State Street or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICState Street’s ordinary course of business). SIC has made available to MCC all correspondence between SIC business which resulted in no material deficiencies or any of its Subsidiaries and issues being identified by the SEC and any other SRO applicable Regulatory Agency or Governmental Entity since December 31, 2014Entity).

Reports; Regulatory Matters. (a) SIC SunTrust and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2004 with (i) the SEC Regulatory Agencies and (ii) any SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO or Governmental EntityRegulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of SunTrust and its Subsidiaries, or as disclosed in the SunTrust SEC Reports, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2004 or has pending any proceeding, enforcement action or, to the knowledge of SICSunTrust, investigation into the business, disclosures or operations of SIC SunTrust or any of its Subsidiaries. Since December 31January 1, 20142004, except as disclosed in the SunTrust SEC Reports, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICSunTrust, investigation into the business, disclosures or operations of SIC SunTrust or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, criticism or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC SunTrust or any of its Subsidiaries. Since December 31January 1, 20142004, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC SunTrust or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SIC’s SunTrust's ordinary course of businessbusiness or as disclosed in the SunTrust SEC Reports). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Seller and each of its Subsidiaries Seller Subsidiary have timely filed (including all applicable extensions) all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2011 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) the Commissioner or other state regulatory authority, (iv) any SROs foreign regulatory authority, (v) any SRO and (vi) the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth on Section 3.5(a) of the Seller Disclosure Schedule and except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Seller and the Seller Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2011 or has pending any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC Seller or any Seller Subsidiary. Except as set forth on Section 3.5(a) of its Subsidiaries. Since December 31the Seller Disclosure Schedule, 2014since January 1, 2011, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC Seller or any of its SubsidiariesSeller Subsidiary. There Seller and each Seller Subsidiary have fully complied with, and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of SIC Seller or any of its Subsidiariessuch Seller Subsidiary. Since December 31January 1, 20142011, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC Seller or any of its Subsidiaries Seller Subsidiary (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICSeller’s or a Seller Subsidiary’s ordinary course of business). SIC Except as set forth on Section 3.5 of the Seller Disclosure Schedule, neither Seller nor any Seller Subsidiary 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 made available been ordered to MCC all correspondence between SIC pay any civil money penalty by, or has been since January 1, 2011 a recipient of any supervisory letter from, or since January 1, 2011 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 the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated savings bank holding companies or their Subsidiaries (each item in this sentence, a “Seller Regulatory Agreement”), nor has Seller or any of its Subsidiaries and the SEC and Seller Subsidiary been advised since January 1, 2011 by any Regulatory Agency or other SRO or Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Seller Regulatory Agreement. To the knowledge of Seller, there has not been any event or occurrence since December 31January 1, 20142011 that would result in a determination that Seller is not “well capitalized” and “well managed” as a matter of U.S. federal bank holding company law.

Reports; Regulatory Matters. (a) SIC Investors Financial and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2005 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) any SROs other state banking or other state regulatory authority, including the Massachusetts Board of Bank Incorporation and the Massachusetts Commissioner of Banks, (iv) the SEC, (v) any foreign regulatory authority and (vi) any SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entityentity or country, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Investors Financial and its Subsidiaries (and which resulted in no material deficiencies or issues being identified by the applicable Regulatory Agency or Governmental Entity), no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2005 or has pending any proceeding, enforcement action or, to the knowledge of SICInvestors Financial, investigation into the business, disclosures disclosures, operations, policies or operations procedures of SIC Investors Financial or any of its Subsidiaries. Since December 31January 1, 20142005, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICInvestors Financial, investigation into the business, disclosures disclosures, operations, policies or operations procedures of SIC Investors Financial or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Investors Financial or any of its Subsidiaries. Since December 31January 1, 20142005, there have has been no formal or or, with respect to the Federal Reserve Board, FDIC, the SEC, the NASD and state banking regulators only, informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, disclosures, policies or procedures of SIC Investors Financial or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICInvestors Financial’s ordinary course of business). SIC has made available to MCC all correspondence between SIC business which resulted in no material deficiencies or any of its Subsidiaries and issues being identified by the SEC and any other SRO applicable Regulatory Agency or Governmental Entity since December 31, 2014Entity).

Reports; Regulatory Matters. (a) SIC and each of its Subsidiaries have Seller has timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2011 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) any SROs state insurance commission or other state regulatory authority, (iv) any foreign regulatory authority, (v) any SRO and (vi) the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth on Section 3.5(a) of the Seller Disclosure Schedule and except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Seller, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2011 or has pending any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC or any Seller. Except as set forth on Section 3.5(a) of its Subsidiaries. Since December 31the Seller Disclosure Schedule, 2014since January 1, 2011, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC or any of its SubsidiariesSeller. There Seller has fully complied with, and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of SIC or any of its SubsidiariesSeller. Since December 31January 1, 20142011, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC or any of its Subsidiaries Seller (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICSeller’s ordinary course of business). SIC Except as set forth on Section 3.5 of the Seller Disclosure Schedule, Seller is not 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 made available been ordered to MCC all correspondence between SIC pay any civil money penalty by, or has been since January 1, 2010 a recipient of any supervisory letter from, or since January 1, 2010 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 the conduct of its Subsidiaries and the SEC and business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other SRO than those of general application that apply to similarly situated commercial banks (each item in this sentence, a “Seller Regulatory Agreement”), nor has Seller been advised since January 1, 2010 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Seller Regulatory Agreement. To the knowledge of Seller, there has not been any event or occurrence since December 31January 1, 20142010 that would result in a determination that Seller is not “well capitalized” and “well managed” as a matter of U.S. federal banking law.

Reports; Regulatory Matters. (a) SIC Company and each of its Subsidiaries have timely filed all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2005 and prior to the date hereof with (i) the SEC and FINRA, (ii) the SEC, (iii) the CFTC, (iv) the Federal Deposit Insurance Corporation, (v) the NYSE, (vi) any SROs state consumer finance or mortgage banking regulatory authority or other Agency, (vii) any foreign regulatory authority and (viii) any SRO (collectively, "Regulatory Agencies") and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142005 and prior to the date hereof, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations (b) An accurate and complete copy of SIC each (i) final registration statement, prospectus, report, schedule and its Subsidiaries conducted by a SRO definitive proxy statement filed with or Governmental Entity in the ordinary course of the business, no SRO or Governmental Entity has initiated since December 31, 2014 or has pending any proceeding, enforcement action or, furnished to the knowledge of SIC, investigation into the business, disclosures or operations of SIC or any of its Subsidiaries. Since December 31, 2014, no SRO or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SIC, investigation into the business, disclosures or operations of SIC or any of its Subsidiaries. There is no unresolved, or, to SIC’s knowledge, threatened criticism, comment, exception or stop order SEC by any SRO or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC or any of its Subsidiaries. Since December 31, 2014, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO or Governmental Entity with respect to the business, operations, policies or procedures of SIC Company or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (other than normal examinations conducted the "Exchange Act") since January 1, 2005 and prior to the date of this Agreement (the "Company SEC Reports") and (ii) communication mailed by Company to its stockholders since January 1, 2005 and prior to the date of this Agreement is publicly available. No such Company SEC Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a SRO material fact or Governmental Entity omitted to state any material fact required to be stated therein or necessary in SIC’s ordinary course order to make the statements made therein, in light of businessthe circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.12 <PAGE> 3.6

Reports; Regulatory Matters. (a) SIC PNC and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2005 with (i) the SEC Regulatory Agencies and (ii) any SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO or Governmental EntityRegulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of PNC and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2005 or has pending any proceeding, enforcement action or, to the knowledge of SICPNC, investigation into the business, disclosures or operations of SIC PNC or any of its Subsidiaries. Since December 31January 1, 20142005, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICPNC, investigation into the business, disclosures or operations of SIC PNC or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC PNC or any of its Subsidiaries. Since December 31January 1, 20142005, there have has been no formal or or, with respect to the Federal Reserve Board, FDIC, the OCC, the SEC, the NASD and state banking regulators only, informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC PNC or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICPNC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC and each 4.5.1. Except as set forth on Section 4.5.1 of its Subsidiaries have the Old Forge Disclosure Schedule, Old Forge has timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2005 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) the Pennsylvania Department of Banking or any SROs state regulatory authority, (iv) any foreign regulatory authority, (v) any applicable industry self-regulatory organization, and (vi) the SEC (collectively, "REGULATORY AGENCIES") and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Old Forge, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2005 or has pending any proceeding, enforcement action or, to the knowledge of SICOld Forge, investigation into the business, disclosures or operations of SIC or any Old Forge. Except as set forth on Section 4.5.1 of its Subsidiaries. Since December 31the Old Forge Disclosure Schedule, 2014since January 1, 2005, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICOld Forge, investigation into the business, disclosures or operations of SIC or any Old Forge. Except as set forth on Section 4.5.1 of its Subsidiaries. There the Old Forge Disclosure Schedule, there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC or any Old Forge. Except as set forth on Section 4.5.1 of its Subsidiaries. Since December 31the Old Forge Disclosure Schedule, 2014since January 1, 2005, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC or any of its Subsidiaries Old Forge (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SIC’s Old Forge's ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC North Fork and each of its Subsidiaries have North Fork Subsidiary has timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were it was required to file since December 31January 1, 2014 2003 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) the Office of the Comptroller of the Currency, (iv) the NASD, (v) any SROs state insurance commission or other state regulatory authority, including the NYSBD, (vi) the SEC, (vii) any foreign regulatory authority and (viii) any SRO (collectively, "REGULATORY AGENCIES") and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142003, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of North Fork and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2003 or has pending any proceeding, enforcement action or, to the knowledge of SICNorth Fork, investigation into the business, disclosures or operations of SIC North Fork or any of its SubsidiariesNorth Fork Subsidiary. Since December 31January 1, 20142003, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICNorth Fork, investigation into the business, disclosures or operations of SIC North Fork or any of its SubsidiariesNorth Fork Subsidiary. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, criticism or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC North Fork or any of its SubsidiariesNorth Fork Subsidiary. Since December 31January 1, 20142003, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC North Fork or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in SIC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014North Fork Subsidiary.

Reports; Regulatory Matters. (a) SIC The Company and each of its Subsidiaries have timely filed all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 2005 with (i) the SEC and The NASDAQ Stock Market, (ii) the SEC (other than the filing of the Company’s fidelity bond in accordance with Rule 17g-1 under the 1940 Xxx) xnd (iii) any SROs SRO (collectively, and together with any other applicable regulatory authorities, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31, 20142005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or other Governmental Entity in the ordinary course of the businessbusiness of the Company and its Subsidiaries (copies of any deficiency letter of the SEC and any correspondence relating thereto having been furnished to Buyer), no SRO Regulatory Agency or other Governmental Entity has initiated since December 31, 2014 2005 or has pending any proceeding, enforcement action or, to the knowledge of SICthe Company, investigation into the business, disclosures or operations of SIC the Company or any of its Subsidiaries. Since December 31, 20142005, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICthe Company, investigation into the business, disclosures or operations of SIC the Company or any of its Subsidiaries. There is no unresolved, or, to SICthe Company’s knowledge, threatened criticism, comment, exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC the Company or any of its Subsidiaries. Since December 31, 20142005, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC the Company or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or other Governmental Entity in SICthe Company’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Seller and each of its Subsidiaries have timely filed (including all applicable extensions) all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2011 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) any SROs state insurance commission or other state regulatory authority, (iv) any foreign regulatory authority, (v) any SRO and (vi) the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth on Section 3.5(a) of the Seller Disclosure Schedule and except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Seller and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2011 or has pending any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC Seller or any of its Subsidiaries. Since December 31Except as set forth on Section 3.5(a) of the Seller Disclosure Schedule, 2014since January 1, 2011, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC Seller or any of its Subsidiaries. There Seller and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of SIC Seller or any of its Subsidiaries. Since December 31January 1, 20142011, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC Seller or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICSeller’s ordinary course of business). SIC Except as set forth on Section 3.5 of the Seller Disclosure Schedule, neither 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 made available been ordered to MCC all correspondence between SIC pay any civil money penalty by, or has been since January 1, 2010 a recipient of any supervisory letter from, or since January 1, 2010 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 the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated commercial banks or their Subsidiaries (each item in this sentence, a “Seller Regulatory Agreement”), nor has Seller or any of its Subsidiaries and the SEC and been advised since January 1, 2010 by any Regulatory Agency or other SRO or Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Seller Regulatory Agreement. To the knowledge of Seller, there has not been any event or occurrence since December 31January 1, 20142010 that would result in a determination that Seller is not “well capitalized” and “well managed” as a matter of U.S. federal banking law.

Reports; Regulatory Matters. (a) SIC Each of CB and each of its Subsidiaries have Cornerstone Bank has timely filed (including all applicable extensions) all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were it was required to file since December 31June 30, 2014 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) the Commissioner, (iv) any SROs state insurance commission or other state regulatory authority, (v) any foreign regulatory authority, (vi) the Securities and Exchange Commission (“SEC”) and (vii) any SRO (each of the foregoing a “Regulatory Agency” and collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them it since December 31June 30, 2014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have has paid all fees and assessments due and payable in connection therewith. Except as set forth on Section 3.5 of the CB Disclosure Schedule and except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of CB or Cornerstone Bank, since June 30, 2014 no SRO Regulatory Agency or Governmental Entity has initiated since December 31, 2014 or has pending any proceeding, enforcement action or, to the knowledge of SICCB and Cornerstone Bank, investigation into the business, disclosures or operations of SIC CB or any Cornerstone Bank. Each of its Subsidiaries. Since December 31CB and Cornerstone Bank has fully complied with, 2014, no SRO or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SIC, investigation into the business, disclosures or operations of SIC or any of its Subsidiaries. There and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of SIC or any of its Subsidiariesit. Since December 31June 30, 2014, there have been no formal or informal inquiries of CB or Cornerstone Bank by, or disagreements or disputes by CB or Cornerstone Bank with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC CB or any of its Subsidiaries Cornerstone Bank, as applicable (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SIC’s the ordinary course of businessbusiness of CB or Cornerstone Bank, as applicable). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC PNC and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2005 with (i) the SEC Regulatory Agencies and (ii) any SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO or Governmental EntityRegulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of PNC and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2005 or has pending any proceeding, enforcement action or, to the knowledge of SICPNC, investigation into the business, disclosures or operations of SIC PNC or any of its Subsidiaries. Since December 31January 1, 20142005, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICPNC, investigation into the business, disclosures or operations of SIC PNC or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC PNC or any of its Subsidiaries. Since December 31January 1, 20142005, there have has been no formal or or, with respect to the Federal Reserve Board, FDIC, the OCC, the SEC, the NASD and state banking regulators only, informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC PNC or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SIC’s PNC's ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC The Company and each of its Subsidiaries have timely filed all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 2005 with (i) the SEC and The NASDAQ Stock Market, (ii) the SEC (other than the filing of the Company’s fidelity bond in accordance with Rule 17g-1 under the 0000 Xxx) and (iii) any SROs SRO (collectively, and together with any other applicable regulatory authorities, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31, 20142005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or other Governmental Entity in the ordinary course of the businessbusiness of the Company and its Subsidiaries (copies of any deficiency letter of the SEC and any correspondence relating thereto having been furnished to Buyer), no SRO Regulatory Agency or other Governmental Entity has initiated since December 31, 2014 2005 or has pending any proceeding, enforcement action or, to the knowledge of SICthe Company, investigation into the business, disclosures or operations of SIC the Company or any of its Subsidiaries. Since December 31, 20142005, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICthe Company, investigation into the business, disclosures or operations of SIC the Company or any of its Subsidiaries. There is no unresolved, or, to SICthe Company’s knowledge, threatened criticism, comment, exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC the Company or any of its Subsidiaries. Since December 31, 20142005, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC the Company or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or other Governmental Entity in SICthe Company’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Mercantile Bankshares and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2005 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) the Office of the Comptroller of the Currency, (iv) any SROs state banking, insurance commission or other state regulatory authority, including the Commissioner of Financial Regulation of Maryland and the Delaware State Bank Commissioner, (v) the SEC, (vi) any foreign regulatory authority and (vii) any SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Mercantile Bankshares and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2005 or has pending any proceeding, enforcement action or, to the knowledge of SICMercantile Bankshares, investigation into the business, disclosures or operations of SIC Mercantile Bankshares or any of its Subsidiaries. Since December 31January 1, 20142005, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICMercantile Bankshares, investigation into the business, disclosures or operations of SIC Mercantile Bankshares or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Mercantile Bankshares or any of its Subsidiaries. Since December 31January 1, 20142005, there have has been no formal or or, with respect to the Federal Reserve Board, FDIC, the OCC, the SEC, the NASD and state banking regulators only, informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC Mercantile Bankshares or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICMercantile Bankshares’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, Company and each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since December 31January 1, 2014 2008 with (i) the SEC and any state regulatory authority, (ii) the SEC, (iii) any SROs foreign regulatory authority, and (iv) any self-regulatory authority (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since December 31January 1, 20142008, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agencies or other Governmental Entity Entities in the ordinary course of business of the businessCompany and its Subsidiaries and except as set forth in Section 3.5(a) of the Company Disclosure Schedule, no SRO Regulatory Agency or other Governmental Entity has initiated since December 31January 1, 2014 2008 or has pending any proceeding, enforcement action or, to the knowledge of SICCompany, investigation into the business, disclosures or operations of SIC Company or any of its Subsidiaries. Since December 31Subsidiaries and since January 1, 20142008, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICCompany, investigation into the business, disclosures or operations of SIC Company or any of its Subsidiaries. There Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, there is no unresolved, or, to SICCompany’s knowledge, threatened criticism, comment, exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Company or any of its Subsidiaries. Since December 31, 2014and since January 1, 2008, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC Company or any of its Subsidiaries (other than normal examinations conducted inquiries made by a SRO Regulatory Agency or other Governmental Entity in SICCompany’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Republic and each of its Subsidiaries have Republic Subsidiary has timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were it was required to file since December 31January 1, 2014 2004 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) the NASD and any other self-regulatory organization ("SRO"), (iv) the SEC and (iiv) any SROs foreign regulatory authority (collectively, "Regulatory Agencies") and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except in all cases as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Republic. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Republic and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2004 or has pending any proceeding, enforcement action or, to the knowledge of SICRepublic, investigation into the business, disclosures or operations of SIC Republic or any of its SubsidiariesRepublic Subsidiary. Since December 31January 1, 20142004, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICRepublic, investigation into the business, disclosures or operations of SIC Republic or any of its SubsidiariesRepublic Subsidiary. There is no unresolvedmaterial unresolved violation, or, to SIC’s knowledge, threatened criticism, comment, criticism or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Republic or any of its SubsidiariesRepublic Subsidiary. Since December 31January 1, 20142004, there have has been no formal or informal material inquiries by, or material disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC Republic or any Republic Subsidiary. For the purposes of its Subsidiaries (other than normal examinations conducted by a SRO this Agreement, "knowledge" shall mean the actual knowledge of the executive officers of Citizens or Governmental Entity in SIC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31Republic, 2014as applicable.

Reports; Regulatory Matters. (a) SIC and each of its Subsidiaries have Seller has timely filed (including all applicable extensions) all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 2011 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) the Commissioner, (iv) any SROs state insurance commission or other state regulatory authority, (v) any foreign regulatory authority, (vi) the Securities and Exchange Commission (“SEC”) and (vii) any SRO (each a “Regulatory Agency” and collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31, 20142011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth on Section 3.5 of the Seller Disclosure Schedule and except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Seller, no SRO Regulatory Agency or Governmental Entity has initiated since December 31, 2014 2011 or has pending any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC or any Seller. Except as set forth on Section 3.5 of its Subsidiaries. Since the Seller Disclosure Schedule, since December 31, 20142011, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC or any of its SubsidiariesSeller. There Seller has fully complied with, and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of SIC or any of its SubsidiariesSeller. Since December 31, 20142011, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC or any of its Subsidiaries Seller (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SICSeller’s ordinary course of business). SIC Except as set forth on Section 3.5 of the Seller Disclosure Schedule, Seller is not 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 made available been ordered to MCC all correspondence between SIC pay any civil money penalty by, or has been since January 1, 2012 a recipient of any of its Subsidiaries and the SEC and any other SRO supervisory letter from, or Governmental Entity since December 31, 20142011 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 the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated commercial banks or their subsidiaries (each item in this sentence, a “Seller Regulatory Agreement”), nor has Seller been advised since December 31, 2011 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Seller Regulatory Agreement. To the knowledge of Seller, there has not been any event or occurrence since December 31, 2011 that would result in a determination that Seller is not “well capitalized” and “well managed” as a matter of U.S. federal banking law.

Reports; Regulatory Matters. (a) SIC Seller and each of its Subsidiaries Seller Bank have timely filed (including all applicable extensions) all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2011 with (i) the SEC and Federal Reserve Board, (ii) the OCC, (iii) the FDIC, (iv) any SROs state regulatory authority, and (v) the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth on Section 3.5 of the Seller Disclosure Schedule and except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or other Governmental Entity in the ordinary course of the businessbusiness of Seller and Seller Bank, no SRO or Governmental Entity has initiated since December 31January 1, 2014 2011 or has pending any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC Seller or any Seller Bank. Except as set forth on Section 3.5 of its Subsidiaries. Since December 31the Seller Disclosure Schedule, 2014since January 1, 2011, no SRO or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC Seller or any of its SubsidiariesSeller Bank. There Seller and Seller Bank have fully complied with, and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO or Governmental Entity Agency with respect to to, any report or statement relating to any examinations or inspections of SIC Seller or any of its SubsidiariesSeller Bank. Since December 31January 1, 20142011, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO or Governmental Entity with respect to the business, operations, policies or procedures of SIC Seller or any of its Subsidiaries Seller Bank (other than normal examinations conducted by a SRO or Governmental Entity in SICSeller’s ordinary course of business). SIC Except as set forth on Section 3.5 of the Seller Disclosure Schedule, neither Seller nor Seller Bank 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 made available been ordered to MCC all correspondence between SIC pay any civil money penalty by, or has been since January 1, 2010 a recipient of any supervisory letter from, or since January 1, 2010 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 the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated commercial banks or their Subsidiaries and the SEC and (each item in this sentence, a “Seller Regulatory Agreement”), nor has Seller or Seller Bank been advised since January 1, 2010 by any Regulatory Agency or other SRO or Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Seller Regulatory Agreement. To the knowledge of Seller, there has not been any event or occurrence since December 31January 1, 20142010 that would result in a determination that Seller is not “well capitalized” and “well managed” as a matter of U.S. federal banking law.

Reports; Regulatory Matters. (a) SIC Company and each of its Subsidiaries have timely filed all reports, registration registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2005 with (i) the SEC and OTS, (ii) the Federal Reserve Board, (iii) the FDIC, (iv) the Office of the Comptroller of the Currency, (v) the NYSE, (vi) any SROs state consumer finance or mortgage banking regulatory authority or other Agency, (vii) any state agency charged with the regulation of the business of insurance (an “Insurance Department”), (viii) the SEC, (ix) any foreign regulatory authority and (x) any SRO (collectively, and together with applicable insurance regulatory authorities, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or other Governmental Entity in the ordinary course of the businessbusiness of Company and its Subsidiaries, no SRO Regulatory Agency or other Governmental Entity has initiated since December 31January 1, 2014 2005 or has pending any proceeding, enforcement action or, to the knowledge of SICCompany, investigation into the business, disclosures or operations of SIC Company or any of its Subsidiaries. Since December 31January 1, 20142005, no SRO Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICCompany, investigation into the business, disclosures or operations of SIC Company or any of its Subsidiaries. There is no unresolved, or, to SICCompany’s knowledge, threatened criticism, comment, exception or stop order by any SRO Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Company or any of its Subsidiaries. Since December 31January 1, 20142005, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of SIC Company or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or other Governmental Entity in SICCompany’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Mercantile Bankshares and each of its Subsidiaries have timely filed all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2005 with (i) the SEC and Federal Reserve Board, (ii) the FDIC, (iii) the Office of the Comptroller of the Currency, (iv) any SROs state banking, insurance commission or other state regulatory authority, including the Commissioner of Financial Regulation of Maryland and the Delaware State Bank Commissioner, (v) the SEC, (vi) any foreign regulatory authority and (vii) any SRO (collectively, "REGULATORY AGENCIES") and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or Governmental Entity in the ordinary course of the businessbusiness of Mercantile Bankshares and its Subsidiaries, no SRO Regulatory Agency or Governmental Entity has initiated since December 31January 1, 2014 2005 or has pending any proceeding, enforcement action or, to the knowledge of SICMercantile Bankshares, investigation into the business, disclosures or operations of SIC Mercantile Bankshares or any of its Subsidiaries. Since December 31January 1, 20142005, no SRO Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICMercantile Bankshares, investigation into the business, disclosures or operations of SIC Mercantile Bankshares or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of SIC Mercantile Bankshares or any of its Subsidiaries. Since December 31January 1, 20142005, there have has been no formal or or, with respect to the Federal Reserve Board, FDIC, the OCC, the SEC, the NASD and state banking regulators only, informal inquiries by, or disagreements or disputes with, any SRO Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of SIC Mercantile Bankshares or any of its Subsidiaries (other than normal examinations conducted by a SRO Regulatory Agency or Governmental Entity in SIC’s Mercantile Bankshares's ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014.

Reports; Regulatory Matters. (a) SIC Seller and each of its Subsidiaries Seller Bank have timely filed (including all applicable extensions) all reports, registration statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2014 2011 with (i) the SEC and Federal Reserve Board, (ii) the OCC, (iii) the FDIC, and (iv) any SROs state regulatory authority (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31January 1, 20142011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth on Section 3.5 of the Seller Disclosure Schedule and except for normal examinations of SIC and its Subsidiaries conducted by a SRO Regulatory Agency or other Governmental Entity in the ordinary course of the businessbusiness of Seller and Seller Bank, no SRO or Governmental Entity has initiated since December 31January 1, 2014 2011 or has pending any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC Seller or any Seller Bank. Except as set forth on Section 3.5 of its Subsidiaries. Since December 31the Seller Disclosure Schedule, 2014since January 1, 2011, no SRO or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SICSeller, investigation into the business, disclosures or operations of SIC Seller or any of its SubsidiariesSeller Bank. There Seller and Seller Bank have fully complied with, and there is no unresolvedunresolved violation, or, to SIC’s knowledge, threatened criticism, comment, comment or exception or stop order by any SRO or Governmental Entity Agency with respect to to, any report or statement relating to any examinations or inspections of SIC Seller or any of its SubsidiariesSeller Bank. Since December 31January 1, 20142011, there have has been no formal or informal inquiries by, or disagreements or disputes with, any SRO or Governmental Entity with respect to the business, operations, policies or procedures of SIC Seller or any of its Subsidiaries Seller Bank (other than normal examinations conducted by a SRO or Governmental Entity in SICSeller’s ordinary course of business). SIC Except as set forth on Section 3.5 of the Seller Disclosure Schedule, neither Seller nor Seller Bank 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 made available been ordered to MCC all correspondence between SIC pay any civil money penalty by, or has been since January 1, 2011 a recipient of any supervisory letter from, or since January 1, 2011 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 the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated commercial banks or their Subsidiaries and the SEC and (each item in this sentence, a “Seller Regulatory Agreement”), nor has Seller or Seller Bank been advised since January 1, 2011 by any Regulatory Agency or other SRO or Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Seller Regulatory Agreement. To the knowledge of Seller, there has not been any event or occurrence since December 31January 1, 20142011 that would result in a determination that Seller is not an “eligible depository institution” as defined in 12 C.F.R. § 303.2(r).