4.9 Absence of Changes. Since the date of
the Fulton Balance Sheet, Fulton and the Fulton Subsidiaries have each conducted their businesses in the Ordinary Course of Business. Neither Fulton nor the Fulton Subsidiaries have undergone any changes in their condition (financial or otherwise),
assets, liabilities, business or results of operations, which, individually or in the aggregate, had a Material Adverse Effect as to Fulton and the Fulton Subsidiaries on a consolidated basis.
4.10 Dividends, Distributions and Stock Purchases. Except as set forth in Schedule
4.10, since the date of the Fulton Balance Sheet, Fulton has not declared, set aside, made or paid any dividend or other distribution in respect of the Fulton Common Stock, or purchased, issued or sold any shares of Fulton Common Stock or the
Fulton Subsidiaries Common Equity, other than as described in the Fulton SEC Reports.
4.11
Litigation and Governmental Directives. Except as disclosed in Schedule 4.11, (i) there is no litigation, investigation or proceeding pending, or to the Knowledge of Fulton or the Fulton Subsidiaries, threatened, that involves Fulton
or the Fulton Subsidiaries or any of their properties and that, if determined adversely, would have a Material Adverse Effect on Fulton or on the ability of Fulton to perform its obligations under this Agreement or otherwise threaten or materially
impede the timely consummation of the transactions contemplated by this Agreement; (ii) there are no outstanding orders, writs, injunctions, judgments, decrees, regulations, directives, consent agreements or memoranda of understanding issued by
any Governmental Entity against, or with the consent of, Fulton or the Fulton Subsidiaries that would have a Material Adverse Effect on, or that materially restricts the right of, Fulton or the Fulton Subsidiaries to carry on their businesses as
presently conducted; and (iii) neither Fulton nor the Fulton Subsidiaries have Knowledge of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either
Fulton or the Fulton Subsidiaries, would have a Material Adverse Effect on, or would materially restrict the right of, Fulton or the Fulton Subsidiaries to carry on their businesses as presently conducted. Neither Fulton nor any of its Subsidiaries
is, or has been since the Look Back Date, subject to any Regulatory Agreement, nor been advised in writing or, to Fultons Knowledge, orally by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating,
ordering, or requesting any such Regulatory Agreement.
4.12 Compliance with Laws;
Governmental Authorizations.
(a) Fulton and each of its Subsidiaries hold, and have at all times since the Look Back
Date held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and
assessments due and payable in connection therewith), and, to the Knowledge of Fulton, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. Fulton and each of its Subsidiaries have complied
in all material respects with and are not in material default or violation under any law, statute, order, rule or regulation of any Governmental Entity applicable to Fulton or any of its Subsidiaries, including (to the extent applicable to Fulton or
its Subsidiaries) all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the
Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, any regulations promulgated by the
Consumer Financial Protection Bureau, the Foreign Corrupt Practices Act of 1977, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act
and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the SOX Act, and all applicable agency requirements
relating to the origination, sale and servicing of mortgage and consumer loans. Fulton Bank has a Community Reinvestment Act rating of satisfactory or better.
4.13 No Brokers. Except as disclosed in Schedule 4.13, neither Fulton nor any of the
Fulton Subsidiaries have paid or become obligated to pay any fee or commission of any kind whatsoever to any investment banker, broker, finder, financial advisor or other intermediary for, on account of or in connection with the transactions
contemplated in this Agreement.
4.14 Complete and Accurate Disclosure. Neither this
Agreement (insofar as it relates to Fulton, the Fulton Subsidiaries, the Fulton Common Stock, the Fulton Subsidiaries Common Equity, and the involvement of Fulton and the Fulton Subsidiaries in the transactions contemplated hereby) nor any
Exhibits or Schedules to this Agreement nor the Financial Statements delivered by Fulton to Prudential pursuant to Section 4.7 contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein
or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
4.15 Proxy Statement/Prospectus. The information relating to Fulton and the Fulton
Subsidiaries to be contained in the Proxy Statement/Prospectus and Registration Statement or incorporated therein by reference, or in any other document filed with
A-30