Common use of Banking Regulations Clause in Contracts

Banking Regulations. The Company, the Bank and each of the Company’s other subsidiaries are in compliance with all applicable laws administered by, and regulations of, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Division of Banking of the South Dakota Department of Labor and Regulation (the “Division of Banking”), the Consumer Financial Protection Bureau (“CFPB”) and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiaries (together with the FDIC, the Federal Reserve, the Division of Banking and the CFPB, the “Bank Regulatory Authorities”), except for any such failures to be in compliance as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Other than the Bank, the Company does not own or control any depositary institution within the meaning of Section 3(c)(1) of the Federal Deposit Insurance Act, as amended. The deposit accounts of the Bank are insured up to applicable limits by the FDIC and no proceedings for the modification, termination or revocation of such insurance are pending or, to the knowledge of the Company, threatened. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Company nor the Bank or any of the Company’s other subsidiaries is a party to or subject to any order, decree, agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to or recipient of a commitment letter, supervisory letter or similar undertaking to or from, the FDIC, the Federal Reserve, the Division of Banking, the CFPB and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiaries, and neither the Company nor the Bank or any of the Company’s other subsidiaries has been advised by any such entity that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar undertaking. The loss-share agreements between the Bank and the FDIC in relation to the Bank’s acquisition of TierOne Bank are, and following the consummation of the transactions contemplated by this Agreement will be, in full force and effect and the Bank has obtained all necessary consents from the FDIC in relation thereto with respect to this Agreement and the transactions contemplated herein.

Banking Regulations. The Company, the Bank and each of the Company’s other subsidiaries are in compliance with all applicable laws administered by, and regulations of, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Division of Banking of the South Dakota Department of Labor and Regulation (the “Division of Banking”), the Consumer Financial Protection Bureau (“CFPB”) and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiaries (together with the FDIC, the Federal Reserve, the Division of Banking and the CFPB, the “Bank Regulatory Authorities”), except for any such failures to be in compliance as would notnot , singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Other than the Bank, the Company does not own or control any depositary institution within the meaning of Section 3(c)(1) of the Federal Deposit Insurance Act, as amended. The deposit accounts of the Bank are insured up to applicable limits by the FDIC and no proceedings for the modification, termination or revocation of such insurance are pending or, to the knowledge of the Company, threatened. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Company nor the Bank or any of the Company’s other subsidiaries is a party to or subject to any order, decree, agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to or recipient of a commitment letter, supervisory letter or similar undertaking to or from, the FDIC, the Federal Reserve, the Division of Banking, the CFPB and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiaries, and neither the Company nor the Bank or any of the Company’s other subsidiaries has been advised by any such entity that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar undertaking. The loss-share agreements between the Bank and the FDIC in relation to the Bank’s acquisition of TierOne Bank are, and following the consummation of the transactions contemplated by this Agreement will be, in full force and effect and the Bank has obtained all necessary consents from the FDIC in relation thereto with respect to this Agreement and the transactions contemplated herein.

Banking Regulations. The Company, the Bank and each of the Company’s other subsidiaries Subsidiaries are in material compliance with all applicable laws administered by, and regulations of, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Division of Banking of the South Dakota Tennessee Department of Labor and Regulation Financial Institutions (the “Division Department of BankingFinancial Institutions”), the Consumer Financial Protection Bureau Board (“CFPB”) and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiaries Subsidiaries (together with the FDIC, the Federal Reserve, the Division Department of Banking Financial Institutions and the CFPB, the “Bank Regulatory Authorities”), except for any such failures to be in compliance as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company is duly registered as a bank holding company and qualified as a financial holding company under the Bank Holding Company Act of 1956, as amended. Other than the Bank, the Company does not own or control any depositary institution within the meaning of Section 3(c)(1) of the Federal Deposit Insurance Act, as amended. The deposit accounts of the Bank are insured up to applicable limits by the FDIC FDIC, and no proceedings for the modification, termination or revocation of such insurance are pending or, to the knowledge of any of the Company, threatened. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither Neither the Company nor the Bank or or, any of the Company’s other subsidiaries Subsidiaries is a party to or subject to any order, decree, agreement, agreement memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to or recipient of a commitment letter, supervisory letter or similar undertaking to or from, the FDICor is subject to any directive by, the Federal Reserve, the Division of Banking, the CFPB and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiariesRegulatory Authority, and neither the Company nor the Bank or any of the Company’s other subsidiaries Subsidiaries has been advised by any such entity that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar undertaking. The loss-share agreements between the There is no unresolved violation, criticism or exception by any Bank and the FDIC in relation to the Bank’s acquisition of TierOne Bank are, and following the consummation of the transactions contemplated by this Agreement will be, in full force and effect and the Bank has obtained all necessary consents from the FDIC in relation thereto Regulatory Authority with respect to this Agreement any examination of the Company, the Bank or any of the Company’s other Subsidiaries, which might reasonably be expected to result in a Material Adverse Effect. The Bank is “well capitalized” as that term is defined at 12 CFR 325, Subpart B. The Bank has received a Community Reinvestment Act (“CRA”) rating of “satisfactory” and has not been informed by the transactions contemplated hereinBank Regulatory Authorities, or otherwise has any reason to believe, that such rating may be changed to less than “satisfactory” for CRA purposes.

Banking Regulations. The Company, the Bank and each of the Company’s other subsidiaries Subsidiaries are in material compliance with all applicable laws administered by, and regulations of, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Division of Banking of the South Dakota Tennessee Department of Labor and Regulation Financial Institutions (the “Division Department of BankingFinancial Institutions”), the Consumer Financial Protection Bureau Board (“CFPB”) and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiaries Subsidiaries (together with the FDIC, the Federal Reserve, the Division Department of Banking Financial Institutions, the OCC and the CFPB, the “Bank Regulatory Authorities”), except for any such failures to be in compliance as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Other than the Bank, the Company does not own or control any depositary institution within the meaning of Section 3(c)(1) of the Federal Deposit Insurance Act, as amended. The deposit accounts of the Bank are insured up to applicable limits by the FDIC FDIC, and no proceedings for the modification, termination or revocation of such insurance are pending or, to the knowledge of any of the Company, threatened. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither Neither the Company nor the Bank or any of the Company’s other subsidiaries Subsidiaries is a party to or subject to any order, decree, agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to or recipient of a commitment letter, supervisory letter or similar undertaking to or from, the FDICor is subject to any directive by, the Federal Reserve, the Division of Banking, the CFPB and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiariesRegulatory Authority, and neither the Company nor the Bank or any of the Company’s other subsidiaries Subsidiaries has been advised by any such entity that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar undertaking. The loss-share agreements between the There is no unresolved violation, criticism or exception by any Bank and the FDIC in relation to the Bank’s acquisition of TierOne Bank are, and following the consummation of the transactions contemplated by this Agreement will be, in full force and effect and the Bank has obtained all necessary consents from the FDIC in relation thereto Regulatory Authority with respect to this Agreement any examination of the Company, the Bank or any of the Company’s other Subsidiaries, which might reasonably be expected to result in a Material Adverse Effect. The Bank is “well capitalized” as that term is defined at 12 CFR 325, Subpart B. The Bank has received a Community Reinvestment Act (“CRA”) rating of “satisfactory” and has not been informed by the transactions contemplated hereinBank Regulatory Authorities, or otherwise has any reason to believe, that such rating may be changed to less than “satisfactory” for CRA purposes.

Banking Regulations. The Company, the Bank and each of the Company’s other subsidiaries subsidiaries, as applicable, are in material compliance with all applicable laws administered by, and regulations of, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Division of Banking of the South Dakota Tennessee Department of Labor and Regulation Financial Institutions (the “Division Department of BankingFinancial Institutions”), the Consumer Financial Protection Bureau Board (“CFPB”) and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiaries (together with the FDIC, the Federal Reserve, the Division Department of Banking Financial Institutions and the CFPB, the “Bank Regulatory Authorities” and each individually, a “Bank Regulatory Authority”), except for any such failures to be in compliance as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company is duly registered with the Federal Reserve as a bank holding company under the Bank Holding Company Act of 1956, as amended. Other than the Bank, the Company does not own or control any depositary institution within the meaning of Section 3(c)(1) of the Federal Deposit Insurance Act, as amended. The deposit accounts of the Bank are insured up to applicable limits by the FDIC FDIC, and no proceedings for the modification, termination or revocation of such insurance are pending or, to the knowledge of the Company, threatened. Except as would not, singly or disclosed in the aggregate, reasonably be expected to result in a Material Adverse EffectRegistration Statement, neither the Company nor the Bank or any of the Company’s other subsidiaries is a party to or subject to any order, decree, agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to or recipient of a commitment letter, supervisory letter or similar undertaking to or from, the FDICor is subject to any directive by, the Federal Reserve, the Division of Banking, the CFPB and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiariesRegulatory Authority, and neither the Company nor the Bank or any of the Company’s other subsidiaries has been advised by any such entity authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar undertaking. The loss-share agreements between the There is no unresolved violation, criticism or exception by any Bank and the FDIC in relation to the Bank’s acquisition of TierOne Bank are, and following the consummation of the transactions contemplated by this Agreement will be, in full force and effect and the Bank has obtained all necessary consents from the FDIC in relation thereto Regulatory Authority with respect to any examination of the Company, the Bank or any of the Company’s other subsidiaries, which might reasonably be expected to result in a Material Adverse Effect. The Bank is “well capitalized” as that term is defined at 12 CFR 325, Subpart B. Since January 1, 2015, neither the Company nor any of the Company’s subsidiaries has adopted any board resolutions at the request of any Bank Regulatory Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its operations or business (each item in this Agreement sentence being referred to herein as a “Regulatory Agreement”), nor has the Company nor any of the Company’s Subsidiaries been advised since January 1, 2015 by any Bank Regulatory Authority that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. The Bank has received a Community Reinvestment Act (“CRA”) rating of at least “satisfactory” and has not been informed by the transactions contemplated hereinBank Regulatory Authorities, or otherwise has any reason to believe, that such rating may be changed to less than “satisfactory” for CRA purpose.

Banking Regulations. The Company, the Bank and each of the Company’s other subsidiaries Subsidiaries are in material compliance with all applicable laws administered by, and regulations of, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Division of Banking of the South Dakota Tennessee Department of Labor and Regulation Financial Institutions (the “Division Department of BankingFinancial Institutions”), the Consumer Financial Protection Bureau Board (“CFPB”) and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiaries Subsidiaries (together with the FDIC, the Federal Reserve, the Division Department of Banking Financial Institutions and the CFPB, the “Bank Regulatory Authorities”), except for any such failures to be in compliance as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company is duly registered with the Federal Reserve as a bank holding company and qualified as a financial holding company under the Bank Holding Company Act of 1956, as amended. Other than the Bank, the Company does not own or control any depositary institution within the meaning of Section 3(c)(1) of the Federal Deposit Insurance Act, as amended. The deposit accounts of the Bank are insured up to applicable limits by the FDIC FDIC, and no proceedings for the modification, termination or revocation of such insurance are pending or, to the knowledge of any of the Company, threatened. Except as would not, singly or disclosed in the aggregate, reasonably be expected to result in a Material Adverse EffectRegistration Statement, neither the Company nor the Bank or or, any of the Company’s other subsidiaries Subsidiaries is a party to or subject to any order, decree, agreement, agreement memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to or recipient of a commitment letter, supervisory letter or similar undertaking to or from, the FDICor is subject to any directive by, the Federal Reserve, the Division of Banking, the CFPB and any other federal or state bank regulatory authorities with jurisdiction over the Company, the Bank or any of the Company’s other subsidiariesRegulatory Authority, and neither the Company nor the Bank or any of the Company’s other subsidiaries Subsidiaries has been advised by any such entity that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar undertaking. The loss-share agreements between the There is no unresolved violation, criticism or exception by any Bank and the FDIC in relation to the Bank’s acquisition of TierOne Bank are, and following the consummation of the transactions contemplated by this Agreement will be, in full force and effect and the Bank has obtained all necessary consents from the FDIC in relation thereto Regulatory Authority with respect to this Agreement any examination of the Company, the Bank or any of the Company’s other Subsidiaries, which might reasonably be expected to result in a Material Adverse Effect. The Bank is “well capitalized” as that term is defined at 12 CFR 325, Subpart B. The Bank has received a Community Reinvestment Act (“CRA”) rating of “satisfactory” and has not been informed by the transactions contemplated hereinBank Regulatory Authorities, or otherwise has any reason to believe, that such rating may be changed to less than “satisfactory” for CRA purposes.