Common use of Financial Reports; Absence of Certain Changes or Events Clause in Contracts

Financial Reports; Absence of Certain Changes or Events. CHC’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 2009, 2010 and 2011, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or City National subsequent to December 31, 2011, under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively “CHC’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of CHC contained in or incorporated by reference into any of CHC’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of CHC and City National as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of CHC in any of CHC’s SEC Documents (including any related notes and schedules thereto), fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of CHC and City National for periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. (1) CHC’s Disclosure Schedule lists, and upon request, CHC has delivered to CHC, copies of the documentation creating or governing all securitization transactions and “off-balance sheet arrangements” effected by CHC or City National since December 31, 2009. Ernst & Young, LP, which has expressed its opinion with respect to the financial statements of CHC (including the related notes) included in CHC’s SEC Documents is and has been throughout the periods covered by such financial statements (A) an independent registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002 and (B) “Independent” with respect to CHC within the meaning of Regulation S-X. (2) Except to the extent available in full without redaction of the SEC’s website through EXXXX two days prior to the date of this Agreement, CHC has delivered to Community Financial copies in the form filed with the SEC of (A) its Annual Reports on Form 10-K for each fiscal year of CHC beginning since December 31, 2009 (B) its Quarterly Reports on Form 10-Q for each of the first three fiscal quarters in each of the fiscal years of CHC referred to in clause (j) above, (C) all proxy statements relating to CHC’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents since the beginning of the fiscal year ended December 31, 2009, (D) all certifications and statements required by (x) the SEC’s Order dated June 27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. § 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any report referred to above, (E) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to CHC pursuant to this Section 5.03(j), filed by CHC with the SEC since the beginning of the first fiscal year referred to above, and (F) all comment letters received by CHC from the Staff of the SEC since December 31, 2009, and all responses to such comment letters by or on behalf of CHC. (3) CHC maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning CHC and City National is made known on a timely basis to the individuals responsible for the preparation of CHC’s filings with the SEC and other public disclosure documents. CHC maintains internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act and as of December 31, 2009, such internal control over financial reporting was effective in providing reasonable assurance to CHC’s management and its board of directors regarding the preparation and fair presentation of published financial statements in accordance with GAAP. Except as disclosed in its proxy statements for annual meetings of its shareholders, to CHC’s Knowledge, each director and executive officer of CHC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31, 2009. As used in this Section 5.03(j), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (4) Sxxxx Xxxxx 00, 0000, XXX and City National have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (5) Since March 31, 2012, (A) CHC and City National have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to CHC.

Financial Reports; Absence of Certain Changes or Events. CHCCommunity Financial’s Annual Report on Form 10-K for each of the fiscal years ended December March 31, 20092010, 2010 2011 and 20112012, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or City National Community Bank subsequent to December March 31, 20112012, under the Securities Act of 1933 (“Securities Act”), or under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”), in the form filed or to be filed (collectively “CHCCommunity Financial’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of CHC Community Financial contained in or incorporated by reference into any of CHCCommunity Financial’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of CHC Community Financial and City National Community Bank as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of CHC Community Financial in any of CHCCommunity Financial’s SEC Documents (including any related notes and schedules thereto), fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of CHC Community Financial and City National Community Bank for periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. (1) CHCCommunity Financial’s Disclosure Schedule lists, and upon request, CHC Community Financial has delivered to CHC, copies of the documentation creating or governing all securitization transactions and “off-balance sheet arrangements” effected by CHC Community Financial or City National Community Bank since December March 31, 2009. Ernst Yxxxx, Hxxx & YoungBxxxxxx, LPP.C., which has expressed its opinion with respect to the financial statements of CHC Community Financial (including the related notes) included in CHCCommunity Financial’s SEC Documents is and has been throughout the periods covered by such financial statements (A) an independent registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002 and (B) “Independent” with respect to CHC Community Financial within the meaning of Regulation S-X. (2) Except to the extent available in full without redaction of the SEC’s website through EXXXX the Electronic Data Gathering, Analysis and Retrieval System (EXXXX) two days prior to the date of this Agreement, CHC Community Financial has delivered to Community Financial CHC copies in the form filed with the SEC of (A) its Annual Reports on Form 10-K for each fiscal year of CHC Community Financial beginning since December 31Mxxxx 00, 2009 0000 (BX) its Quarterly Reports on Form 10-Q for each of the first three fiscal quarters in each of the fiscal years of CHC Community Financial referred to in clause (j) k above, (C) all proxy statements relating to CHCCommunity Financial’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents since the beginning of the fiscal year ended December 31Mxxxx 00, 20090000, (DX) all certifications and statements required by (x) the SEC’s Order dated June 27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. § 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any report referred to above, (E) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to CHC pursuant to this Section 5.03(j5.02(k), filed by CHC Community Financial with the SEC since the beginning of the first fiscal year referred to above, and (F) all comment letters received by CHC Community Financial from the Staff of the SEC since December March 31, 2009, and all responses to such comment letters by or on behalf of CHCCommunity Financial. (3) CHC Community Financial maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning CHC Community Financial and City National Community Bank is made known on a timely basis to the individuals responsible for the preparation of CHCCommunity Financial’s filings with the SEC and other public disclosure documents. CHC Community Financial maintains internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act and as of December March 31, 20092010, such internal control over financial reporting was effective in providing reasonable assurance to CHCCommunity Financial’s management and its board of directors regarding the preparation and fair presentation of published financial statements in accordance with GAAP. Except as disclosed in its proxy statements for annual meetings of its shareholders, to CHCTo Community Financial’s Knowledge, each director and executive officer of CHC Community Financial has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December March 31, 2009. As used in this Section 5.03(j5.02(k), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (4) Sxxxx Xxxxx 00Since March 31, 00002012, XXX Community Financial and City National Community Bank have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (5) Since Except as set forth in Community Financial’s Disclosure Schedule, since March 31, 2012, (A) CHC Community Financial and City National Community Bank have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 5.02 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to CHCCommunity Financial.

Financial Reports; Absence of Certain Changes or Events. CHC(i) Centra’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 20092007, 2010 2008 and 2011, 2009 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or City National any of its Subsidiaries subsequent to December 31, 20112009, under the Securities Act, Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively “CHCCentra’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of CHC Centra contained in or incorporated by reference into any of CHCCentra’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of CHC Centra and City National its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of CHC Centra in any of CHCCentra’s SEC Documents (including any related notes and schedules thereto), ) fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of CHC Centra and City National its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. (1ii) CHCSection 6.03(g)(ii) of Centra’s Disclosure Schedule lists, and upon request, CHC Centra has delivered to CHCUnited, copies of the documentation creating or governing all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K) effected by CHC Centra or City National its Subsidiaries, since December 31, 2009. Ernst & Young, LPYoung LLP, which has expressed its opinion with respect to the audited financial statements of CHC Centra and its Subsidiaries (including the related notes) included in CHCCentra’s SEC Documents is and has been throughout the periods covered by such financial statements (A) an independent registered public accounting firm (as defined in Section 2(a)(12) of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 and (B) “Independent” with respect to CHC within the meaning of Regulation S-X.2002). (2iii) Except Centra has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC since December 31, 2006. Section 6.03(g)(iii) of Centra’s Disclosure Schedule lists and, except to the extent available in full without redaction of on the SEC’s website web site through EXXXX the Electronic Data Gathering, Analysis and Retrieval System (XXXXX) two days prior to the date of this Agreement, CHC Centra has delivered to Community Financial United copies in the form filed with the SEC of (A) its Annual Reports on Form 10-K for each fiscal year of CHC the Company beginning since after December 31, 2009 2006, (B) its Quarterly Reports on Form 10-Q for each of the first three fiscal quarters in each of the fiscal years of CHC Centra referred to in clause (jA) above, (C) all proxy statements relating to CHCCentra’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents since the beginning of the first fiscal year ended December 31, 2009referred to in clause (A) above, (D) all certifications and statements required by (x) the SEC’s Order dated June 27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. § §1350 (Section 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002) with respect to any report referred to above, (E) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to CHC United pursuant to this Section 5.03(j6.03(g), filed by CHC Centra with the SEC since the beginning of the first fiscal year referred to above, and (F) all comment letters received by CHC Centra from the Staff staff of the SEC since December 31, 2009, 2009 and all responses to such comment letters by or on behalf of CHCCentra. (3iv) CHC Centra maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning CHC Centra and City National its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of CHCthe Company’s filings with the SEC and other public disclosure documents. CHC Centra maintains internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act and as of December 31, 2009, such internal control over financial reporting was effective in providing reasonable assurance to CHCCentra’s management and its board of directors regarding the preparation and fair presentation of published financial statements in accordance with GAAP. Except as disclosed in its proxy statements for annual meetings of its shareholders, to CHCTo Centra’s Knowledgeknowledge, each director and executive officer of CHC Centra has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31, 2009. As used in this Section 5.03(j6.03(g), the term “filedfile” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (4v) Sxxxx Xxxxx 00Since December 31, 00002009, XXX Centra and City National its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (5vi) Since March December 31, 20122009, (A) CHC Centra and City National its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 6.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to CHCCentra.

Financial Reports; Absence of Certain Changes or Events. CHC(i) Premier’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 20092003, 2010 2004 and 2011, 2005 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or City National any of its Subsidiaries subsequent to December 31, 20112005, under the Securities Act, Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively “CHCPremier’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of CHC Premier contained in or incorporated by reference into any of CHCPremier’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of CHC Premier and City National its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of CHC Premier in any of CHCPremier’s SEC Documents (including any related notes and schedules thereto), ) fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of CHC Premier and City National its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. (1ii) CHCSection 6.03(g)(ii) of Premier’s Disclosure Schedule lists, and upon request, CHC Premier has delivered to CHCUnited, copies of the documentation creating or governing all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K) effected by CHC Premier or City National its Subsidiaries, since December 31, 20092005. Ernst Yxxxx, Hxxx & YoungBxxxxxx, LPP.C., which has expressed its opinion with respect to the financial statements of CHC Premier and its Subsidiaries (including the related notes) included in CHCPremier’s SEC Documents is and has been throughout the periods covered by such financial statements (A) an independent registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002 and 2002, (B) “Independentindependent” with respect to CHC Premier within the meaning of Regulation S-X.X and (C) in compliance with subsection (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Accounting Oversight Board. (2iii) Except Premier has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC since December 31, 2003. Section 6.03(g)(iii) of Premier’s Disclosure Schedule lists and, except to the extent available in full without redaction of on the SEC’s website web site through EXXXX the Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”) two days prior to the date of this Agreement, CHC Premier has delivered to Community Financial United copies in the form filed with the SEC of (A) its Annual Reports on Form 10-K for each fiscal year of CHC the Company beginning since December 31, 2009 2003, (B) its Quarterly Reports on Form 10-Q for each of the first three fiscal quarters in each of the fiscal years of CHC the Premier referred to in clause (j) A above, (C) all proxy statements relating to CHCPremier’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents since the beginning of the first fiscal year ended December 31, 2009referred to in clause above, (D) all certifications and statements required by (x) the SEC’s Order dated June 27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. § §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any report referred to above, (E) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to CHC United pursuant to this Section 5.03(j6.03(g), filed by CHC Premier with the SEC since the beginning of the first fiscal year referred to above, and (F) all comment letters received by CHC Premier from the Staff of the SEC since December 31, 2009, 2003 and all responses to such comment letters by or on behalf of CHCPremier. (3iv) CHC Premier maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning CHC Premier and City National its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of CHCthe Company’s filings with the SEC and other public disclosure documents. CHC Premier maintains internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act and as of December 31, 20092006, such internal control over financial reporting was effective in providing reasonable assurance to CHCPremier’s management and its board of directors regarding the preparation and fair presentation of published financial statements in accordance with GAAPgenerally accepted accounting principles. Except as disclosed in its proxy statements for annual meetings of its shareholders, to CHCTo Premier’s Knowledgeknowledge, each director and executive officer of CHC Premier has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31, 20092003. As used in this Section 5.03(j6.03(g), the term “filedfile” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (4v) Sxxxx Xxxxx 00Since December 31, 00002006, XXX Premier and City National its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (5vi) Since March December 31, 20122006, (A) CHC Premier and City National its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 6.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to CHCPremier.

Financial Reports; Absence of Certain Changes or Events. CHC(i) River City Bank’s Annual Report on Form 10-K KSB for each of the fiscal years ended December 31, 20092004, 2010 2005 and 2011, 2006 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or City National subsequent to December 31, 20112006, under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed with the Board of Governors of the Federal Reserve System or distributed or otherwise made available to River City Bank’s stockholders (collectively “CHCRiver City Bank’s SEC Filed Documents”), as of the date filed, (A) as to form complied or or, for filings made after the date hereof, will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and for filings made after the date hereof, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of CHC River City Bank contained in or incorporated by reference into any of CHCRiver City Bank’s SEC Filed Documents (including the related notes and schedules thereto) fairly presents, or or, for filings made after the date hereof, will fairly present, in all material respects the financial position of CHC and River City National Bank as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of CHC River City Bank in any of CHCRiver City Bank’s SEC Filed Documents (including any related notes and schedules thereto), ) fairly presents, or or, for filings made after the date hereof, will fairly present, in all material respects the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of CHC and River City National Bank for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. For the avoidance of doubt, the representations by River City Bank under this Section 5.3(g) with respect to River City Bank’s Filed Documents that are filed with the Board of Governors of the Federal Reserve after the date of this Agreement shall not include information regarding Village Financial for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement/Prospectus. (1ii) CHCSection 5.3(g)(ii) of River City Bank’s Disclosure Schedule lists, and upon request, CHC River City Bank has delivered to CHCVillage Financial, copies of the documentation creating or governing all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K) effected by CHC or River City National Bank since December 31, 20092006. Ernst Xxxxx, Xxxx & YoungXxxxxxx, LPP.C. and Cherry, which Bekaert & Holland, L.L.P. each has expressed its opinion with respect to the financial statements of CHC River City Bank (including the related notes) included in CHCRiver City Bank’s SEC Filed Documents is and has been throughout the periods covered by such financial statements (A) an independent registered public accounting firm (as defined in Section 2(a)(12) of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 and 2002, (B) “Independentindependent” with respect to CHC River City Bank within the meaning of Regulation S-X. X and (2C) Except to in compliance with subsection (g) through (l) of Section 10A of the extent available in full without redaction Exchange Act and the related rules of the SEC, the Public Accounting Oversight Board and the Bureau of Financial Institutions of the SCC. (iii) River City Bank has on a timely basis filed all forms, reports and documents required to be filed by it with the Board of Governors of the Federal Reserve System since December 31, 2004. Section 5.3(g)(iii) of River City Bank’s website through EXXXX two days prior to the date of this Agreement, CHC Disclosure Schedule lists and River City Bank has delivered to Community Village Financial copies in the form filed with the SEC Board of Governors of the Federal Reserve System or distributed or otherwise made available to its stockholders of (A) its Annual Reports on Form 10-K KSB for each fiscal year of CHC the Company beginning since December 31, 2009 2004, (B) its Quarterly Reports on Form 10-Q QSB for each of the first three fiscal quarters in each of the fiscal years of CHC the River City Bank referred to in clause (j) A above, (C) all proxy statements relating to CHCRiver City Bank’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents since the beginning of the first fiscal year ended December 31, 2009referred to in clause (A) above, (D) all certifications and statements required by (x) the SEC’s Order dated June 27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. § §1350 (Section 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002) with respect to any report referred to above, (E) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to CHC Village Financial pursuant to this Section 5.03(j5.3(g), filed by CHC River City Bank with the SEC Board of Governors of the Federal Reserve System or distributed or otherwise made available to its stockholders since the beginning of the first fiscal year referred to above, and (F) all comment letters received by CHC River City Bank from the Staff of the SEC since December 31, 2009, 2004 and all responses to such comment letters by or on behalf of CHCRiver City Bank. (3iv) CHC River City Bank maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning CHC and River City National Bank is made known on a timely basis to the individuals responsible for the preparation of CHCRiver City Bank’s filings with the SEC and other public disclosure documents. CHC maintains internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act and as of December 31, 2009, such internal control over financial reporting was effective in providing reasonable assurance to CHCTo River City Bank’s management and its board of directors regarding the preparation and fair presentation of published financial statements in accordance with GAAP. Except as disclosed in its proxy statements for annual meetings of its shareholders, to CHC’s Knowledgeknowledge, each director and director, executive officer and at least 10% stockholder of CHC River City Bank has filed with the SEC on a timely basis Board of Governors of the Federal Reserve System all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31, 20092006. As used in this Section 5.03(j5.3(g), the term “filedfile” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SECBoard of Governors of the Federal Reserve System or distributed or otherwise made available to its stockholders. (4v) Sxxxx Xxxxx 00Since September 30, 00002007, XXX and River City National have Bank has not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (5vi) Since March 31September 30, 20122007, (A) CHC and River City National have Bank has conducted their its respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 5.3 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to CHCRiver City Bank.

Financial Reports; Absence of Certain Changes or Events. CHC’s (i) GAFC's ------------------------------------------------------- Annual Report on Form 10-K for each of the fiscal years ended December 31September 30, 20092005, 2010 2006 and 20112007, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or City National any of its Subsidiaries subsequent to December 31September 30, 20112004, under the Securities Act, Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively “CHC’s "GAFC's SEC Documents”"), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of CHC GAFC contained in or incorporated by reference into any of CHC’s GAFC's SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of CHC GAFC and City National its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders’ ' equity and cash flows or equivalent statements of CHC GAFC in any of CHC’s GAFC's SEC Documents (including any related notes and schedules thereto), ) fairly presents, or will fairly present, the results of operations, changes in stockholders’ ' equity and cash flows, as the case may be, of CHC GAFC and City National its Subsidiaries for the periods to which they relate, and in each case were prepared in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. (1ii) CHC’s GAFC's Disclosure Schedule lists, and upon request, CHC GAFC has delivered or previously made available to CHCSummit, copies of the documentation creating or governing all securitization transactions and “"off-balance sheet arrangements” " (as defined in Item 303(c) of Regulation S-K) effected by CHC GAFC or City National its Subsidiaries, since December 31September 30, 20092007. Ernst & YoungBDO Xxxxxxx, LPLLP, which has expressed its opinion with respect to the financial statements of CHC GAFC and its Subsidiaries (including the related notes) included in CHC’s the GAFC SEC Documents is and has been throughout the periods covered by such financial statements (A) an independent a registered public accounting firm (as defined in Section 2(a)(12) of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 and 2002, (B) “Independent” "independent" with respect to CHC GAFC within the meaning of Regulation S-X.X and C in compliance with subsection (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Accounting Oversight Board. (2iii) Except as disclosed on Disclosure Schedule 6.03(g), GAFC has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC since September 30, 2005. GAFC's Disclosure Schedule lists, and, except to the extent available in full without redaction of on the SEC’s website 's web site through EXXXX the Electronic Data Gathering, Analysis and Retrieval System ("XXXXX") two days prior to the date of this Agreement, CHC GAFC has delivered or previously made available to Community Financial Summit copies in the form filed with the SEC of (A) its GAFC's Annual Reports on Form 10-K for each fiscal year of CHC the Company beginning since December 31September 30, 2009 2004, (B) its it Quarterly Reports on Form form 10-Q for each of the first three fiscal quarters in each of the fiscal years of CHC the GAFC referred to in clause (jA) above, (C) all proxy statements relating to CHC’s GAFC's meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents since the beginning of the first fiscal year ended December 31, 2009referred to in clause above, (D) all certifications and statements required by (x) the SEC’s 's Order dated June 27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. § 1350 ss.1350 (Section 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002) with respect to any report referred to above, (E) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to CHC Summit pursuant to this Section 5.03(j6.03(g)(iii), filed by CHC GAFC with the SEC since the beginning of the first fiscal year referred to above, and (FE) all comment letters received by CHC GAFC from the Staff of the SEC since December 31, 20092004, and all responses to such comment letters by or on behalf of CHCGAFC. (3iv) CHC Except as Previously Disclosed, GAFC maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning CHC GAFC and City National its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of CHC’s the Company's filings with the SEC and other public disclosure documents. CHC maintains internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act GAFC's Disclosure Schedule lists, and as of December 31GAFC has delivered to Summit copies of, 2009all written descriptions of, and all policies, manuals and other documents promulgating, such internal control over financial reporting was effective in providing reasonable assurance to CHC’s management disclosure controls and its board of directors regarding the preparation and fair presentation of published financial statements in accordance with GAAPprocedures. Except as disclosed in its proxy statements for annual meetings of its shareholders, to CHC’s KnowledgeTo GAFC's knowledge, each director and executive officer of CHC GAFC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31September 30, 20092005. As used in this Section 5.03(j6.03(q), the term “filed” "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (4v) Sxxxx Xxxxx 00Since September 30, 00002007, XXX GAFC and City National its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (5vi) Since March 31September 30, 20122007, (A) CHC GAFC and City National its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 6.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to CHCGAFC.

Financial Reports; Absence of Certain Changes or Events. CHC(i) Premier’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 20092003, 2010 2004 and 2011, 2005 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or City National any of its Subsidiaries subsequent to December 31, 20112005, under the Securities Act, Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively “CHCPremier’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of CHC Premier contained in or incorporated by reference into any of CHCPremier’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of CHC Premier and City National its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of CHC Premier in any of CHCPremier’s SEC Documents (including any related notes and schedules thereto), ) fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of CHC Premier and City National its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. (1ii) CHCSection 6.03(g)(ii) of Premier’s Disclosure Schedule lists, and upon request, CHC Premier has delivered to CHCUnited, copies of the documentation creating or governing all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K) effected by CHC Premier or City National its Subsidiaries, since December 31, 20092005. Ernst Xxxxx, Xxxx & YoungXxxxxxx, LPP.C., which has expressed its opinion with respect to the financial statements of CHC Premier and its Subsidiaries (including the related notes) included in CHCPremier’s SEC Documents is and has been throughout the periods covered by such financial statements (A) an independent registered public accounting firm (as defined in Section 2(a)(12) of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 and 2002, (B) “Independentindependent” with respect to CHC Premier within the meaning of Regulation S-X.X and (C) in compliance with subsection (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Accounting Oversight Board. (2iii) Except Premier has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC since December 31, 2003. Section 6.03(g)(iii) of Premier’s Disclosure Schedule lists and, except to the extent available in full without redaction of on the SEC’s website web site through EXXXX the Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) two days prior to the date of this Agreement, CHC Premier has delivered to Community Financial United copies in the form filed with the SEC of (A) its Annual Reports on Form 10-K for each fiscal year of CHC the Company beginning since December 31, 2009 2003, (B) its Quarterly Reports on Form 10-Q for each of the first three fiscal quarters in each of the fiscal years of CHC the Premier referred to in clause (j) A above, (C) all proxy statements relating to CHCPremier’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents since the beginning of the first fiscal year ended December 31, 2009referred to in clause above, (D) all certifications and statements required by (x) the SEC’s Order dated June 27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. § §1350 (Section 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002) with respect to any report referred to above, (E) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to CHC United pursuant to this Section 5.03(j6.03(g), filed by CHC Premier with the SEC since the beginning of the first fiscal year referred to above, and (F) all comment letters received by CHC Premier from the Staff of the SEC since December 31, 2009, 2003 and all responses to such comment letters by or on behalf of CHCPremier. (3iv) CHC Premier maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning CHC Premier and City National its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of CHCthe Company’s filings with the SEC and other public disclosure documents. CHC Premier maintains internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act and as of December 31, 20092006, such internal control over financial reporting was effective in providing reasonable assurance to CHCPremier’s management and its board of directors regarding the preparation and fair presentation of published financial statements in accordance with GAAPgenerally accepted accounting principles. Except as disclosed in its proxy statements for annual meetings of its shareholders, to CHCTo Premier’s Knowledgeknowledge, each director and executive officer of CHC Premier has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31, 20092003. As used in this Section 5.03(j6.03(g), the term “filedfile” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (4v) Sxxxx Xxxxx 00Since December 31, 00002006, XXX Premier and City National its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (5vi) Since March December 31, 20122006, (A) CHC Premier and City National its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 6.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to CHCPremier.

Financial Reports; Absence of Certain Changes or Events. CHC(i) GAFC’s Annual Report on Form 10-K for each of the fiscal years ended December 31September 30, 20092005, 2010 2006 and 20112007, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or City National any of its Subsidiaries subsequent to December 31September 30, 20112004, under the Securities Act, Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively “CHCGAFC’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of CHC GAFC contained in or incorporated by reference into any of CHCGAFC’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of CHC GAFC and City National its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of CHC GAFC in any of CHCGAFC’s SEC Documents (including any related notes and schedules thereto), ) fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of CHC GAFC and City National its Subsidiaries for the periods to which they relate, and in each case were prepared in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. (1ii) CHCGAFC’s Disclosure Schedule lists, and upon request, CHC GAFC has delivered or previously made available to CHCSummit, copies of the documentation creating or governing all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K) effected by CHC GAFC or City National its Subsidiaries, since December 31September 30, 20092007. Ernst & YoungBDO Xxxxxxx, LPLLP, which has expressed its opinion with respect to the financial statements of CHC GAFC and its Subsidiaries (including the related notes) included in CHC’s the GAFC SEC Documents is and has been throughout the periods covered by such financial statements (A) an independent a registered public accounting firm (as defined in Section 2(a)(12) of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 and 2002, (B) “Independentindependent” with respect to CHC GAFC within the meaning of Regulation S-X.X and C in compliance with subsection (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Accounting Oversight Board. (2iii) Except as disclosed on Disclosure Schedule 6.03(g), GAFC has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC since September 30, 2005. GAFC’s Disclosure Schedule lists, and, except to the extent available in full without redaction of on the SEC’s website web site through EXXXX the Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) two days prior to the date of this Agreement, CHC GAFC has delivered or previously made available to Community Financial Summit copies in the form filed with the SEC of (A) its GAFC’s Annual Reports on Form 10-K for each fiscal year of CHC the Company beginning since December 31September 30, 2009 2004, (B) its it Quarterly Reports on Form form 10-Q for each of the first three fiscal quarters in each of the fiscal years of CHC the GAFC referred to in clause (jA) above, (C) all proxy statements relating to CHCGAFC’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents since the beginning of the first fiscal year ended December 31, 2009referred to in clause above, (D) all certifications and statements required by (x) the SEC’s Order dated June 27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. § §1350 (Section 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002) with respect to any report referred to above, (E) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to CHC Summit pursuant to this Section 5.03(j6.03(g)(iii), filed by CHC GAFC with the SEC since the beginning of the first fiscal year referred to above, and (FE) all comment letters received by CHC GAFC from the Staff of the SEC since December 31, 20092004, and all responses to such comment letters by or on behalf of CHCGAFC. (3iv) CHC Except as Previously Disclosed, GAFC maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning CHC GAFC and City National its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of CHCthe Company’s filings with the SEC and other public disclosure documents. CHC maintains internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act GAFC’s Disclosure Schedule lists, and as of December 31GAFC has delivered to Summit copies of, 2009all written descriptions of, and all policies, manuals and other documents promulgating, such internal control over financial reporting was effective in providing reasonable assurance to CHCdisclosure controls and procedures. To GAFC’s management and its board of directors regarding the preparation and fair presentation of published financial statements in accordance with GAAP. Except as disclosed in its proxy statements for annual meetings of its shareholders, to CHC’s Knowledgeknowledge, each director and executive officer of CHC GAFC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31September 30, 20092005. As used in this Section 5.03(j6.03(q), the term “filedfile” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (4v) Sxxxx Xxxxx 00Since September 30, 00002007, XXX GAFC and City National its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (5vi) Since March 31September 30, 20122007, (A) CHC GAFC and City National its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 6.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to CHCGAFC.

Financial Reports; Absence of Certain Changes or Events. CHC(i) GAFC’s Annual Report on Form 10-K for each of the fiscal years ended December 31September 30, 20092004, 2010 2005 and 20112006, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or City National any of its Subsidiaries subsequent to December 31September 30, 20112003, under the Securities Act, Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed or to be filed (collectively “CHCGAFC’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of CHC GAFC contained in or incorporated by reference into any of CHCGAFC’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of CHC GAFC and City National its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of CHC GAFC in any of CHCGAFC’s SEC Documents (including any related notes and schedules thereto), ) fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of CHC GAFC and City National its Subsidiaries for the periods to which they relate, and in each case were prepared in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. (1ii) CHCGAFC’s Disclosure Schedule lists, and upon request, CHC GAFC has delivered or previously made available to CHCSummit, copies of the documentation creating or governing all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K) effected by CHC GAFC or City National its Subsidiaries, since December 31September 30, 20092006. Ernst & YoungBDO Siedman, LPLLP, which has expressed its opinion with respect to the financial statements of CHC GAFC and its Subsidiaries (including the related notesnotex) included xxxxuded in CHC’s the GAFC SEC Documents is and has been throughout the periods covered by such financial statements (A) an independent a registered public accounting firm (as defined in Section 2(a)(12) of the SxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and 2002, (B) “Independentindependent” with respect to CHC GAFC within the meaning of Regulation S-X.X and C in compliance with subsection (g) xxxxxxx (x) xf Section 10A of the Exchange Act and the related rules of the SEC and the Public Accounting Oversight Board. (2iii) Except as disclosed on Disclosure Schedule 6.03(g), GAFC has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC since September 30, 2004. GAFC’s Disclosure Schedule lists, and, except to the extent available in full without redaction of on the SEC’s website web site through EXXXX the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) two days prior to the date of this Agreement, CHC GAFC has delivered or previously made available to Community Financial Summit copies in the form filed with the SEC txx XXC of (A) its GAFC’s Annual Reports on Form 10-K for each fiscal year of CHC the Company beginning since December 31September 30, 2009 2003, (B) its it Quarterly Reports on Form form 10-Q for each of the first three fiscal quarters in each of the fiscal years of CHC the GAFC referred to in clause (jA) above, (C) all proxy statements relating to CHCGAFC’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents since the beginning of the first fiscal year ended December 31, 2009referred to in clause above, (D) all certifications and statements required by (x) the SEC’s Order dated June 27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. § §1350 (Section 906 of the SxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) with respect to any report referred to above, (E) all other forms, reports, registration statements and other documents documxxxx (other than xxxxx xxan preliminary materials if the corresponding definitive materials have been provided to CHC Summit pursuant to this Section 5.03(j6.03(g)(iii), filed by CHC GAFC with the SEC since the beginning of the first fiscal year referred to above, and (FE) all comment letters received by CHC GAFC from the Staff of the SEC since December 31, 20092004, and all responses to such comment letters by or on behalf of CHCGAFC. (3iv) CHC Except as Previously Disclosed, GAFC maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning CHC GAFC and City National its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of CHCthe Company’s filings with the SEC and other public disclosure documents. CHC maintains internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act GAFC’s Disclosure Schedule lists, and as of December 31GAFC has delivered to Summit copies of, 2009all written descriptions of, and all policies, manuals and other documents promulgating, such internal control over financial reporting was effective in providing reasonable assurance to CHCdisclosure controls and procedures. To GAFC’s management and its board of directors regarding the preparation and fair presentation of published financial statements in accordance with GAAP. Except as disclosed in its proxy statements for annual meetings of its shareholders, to CHC’s Knowledgeknowledge, each director and executive officer of CHC GAFC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31September 30, 20092004. As used in this Section 5.03(j6.03(q), the term “filedfile” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (4v) Sxxxx Xxxxx 00Since September 30, 00002006, XXX GAFC and City National its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (5vi) Since March 31September 30, 20122006, (A) CHC GAFC and City National its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 6.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to CHCGAFC.