Common use of Financial Reports and Regulatory Documents; Material Adverse Effect Clause in Contracts

Financial Reports and Regulatory Documents; Material Adverse Effect. (i) Western's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and all other reports, registration statements, or definitive proxy statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 under the Securities Act, or under Sections 13(a), 13(d), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "Regulatory Documents"), as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Western and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Western and 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i1) Western's Its Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1997 2008 and December 31, 2009, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries subsidiaries subsequent to December 31, 1997 2008 under the Securities Act of 1933 (“Securities Act”), or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the SEC, in the form filed or to be filed (collectively, its “Regulatory Filings”) with the "Regulatory Documents"), SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each . Each of the balance sheets or statements of condition contained in or incorporated by reference into any such Regulatory Document Filing (including the related notes and schedules thereto) fairly presents, or will fairly present, the presented in all material respects its financial position and that of Western and its Subsidiaries subsidiaries as of its date, and each of the statements of income and income, changes in shareholders' ’ equity and cash flows or equivalent statements in such Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly present, presented in all material respects the results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Western it and its Subsidiaries 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, subject to normal year-end audit adjustments in the case of unaudited statements. None of its subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i1) Western's Its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 2003, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries subsidiaries subsequent to December 31, 1997 2003 under the Securities Act of 1933, as amended (“Securities Act”), or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the SEC, in the form filed or to be filed (collectively, its “Regulatory Filings”) with the "Regulatory Documents"), SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Regulatory Document Filing (including the related notes and schedules thereto) fairly presents, or will fairly present, the presented in all material respects its financial position and that of Western and its Subsidiaries subsidiaries as of its date, and each of the statements of income and changes in shareholders' ’ equity and cash flows or equivalent statements in such Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Western it and its Subsidiaries 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i) Western's Such Party’s Annual Report Reports on Form 10-K (as amended) for the fiscal year years ended December 31, 1997 2014 and 2015, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it such Party or any of its Significant Subsidiaries subsequent to December 31, 1997 2015 under the Securities Act, Act or under Sections 13(a), 13(d), 14 or 15(d) of the Exchange ActAct (as amended, collectively, “SEC Filings”), in the form filed or to be filed (collectively, with the "Regulatory Documents"), SEC as of the date filed, (A) complied (and any SEC Filings filed after the date hereof will comply comply) in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not (and any SEC Filings filed after the date hereof will not 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 the light of the circumstances under which they were made, not misleading; and each . Each of the balance sheets statements of financial position contained in or incorporated by reference into any such Regulatory Document SEC Filing (including the related notes and schedules thereto) fairly presents, or presented (and any such statements contained in any SEC Filings filed after the date hereof will fairly present, the ) in all material respects such Party’s financial position and that of Western and its Subsidiaries on a consolidated basis as of its datethe date of such statement, and each of the statements of income and changes in shareholders' stockholders’ equity and cash flows or equivalent statements in such Regulatory Documents SEC Filing (including any related notes and schedules thereto) fairly presents, or presented (and any such statements contained in any SEC Filings filed after the date hereof will fairly present, ) in all material respects the results of operations, changes in shareholders' stockholders’ equity and changes in cash flows, as the case may be, of Western such Party and its Subsidiaries on a consolidated basis for the periods to which they those statements 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 and as permitted by Form 10-Q in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i1) Western's Its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 2007, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries subsidiaries subsequent to December 31, 1997 2007 under the Securities Act of 1933, as amended (“Securities Act”), or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the SEC, in the form filed or to be filed (collectively, its “Regulatory Filings”) with the "Regulatory Documents"), SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Regulatory Document Filing (including the related notes and schedules thereto) fairly presents, or will fairly present, the presented in all material respects its financial position and that of Western and its Subsidiaries subsidiaries as of its date, and each of the statements of income and changes in shareholders' stockholders’ equity and cash flows or equivalent statements in such Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' stockholders’ equity and changes in cash flows, as the case may be, of Western it and its Subsidiaries 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i1) Western's Its Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1997 2007, 2008 and 2009, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries (but including Merger Sub) subsequent to December 31, 1997 2007 under the Securities Act, Act or under Sections 13(a), 13(d), 14 or 15(d) of the Exchange ActAct (collectively, the “FNFG SEC Filings”), in the form filed or to be filed (collectively, with the "Regulatory Documents"), SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each . Each of the balance sheets statements of financial position contained in or incorporated by reference into any such Regulatory Document FNFG SEC Filing (including the related notes and schedules thereto) fairly presents, or will fairly present, the presented in all material respects its financial position and that of Western and its Subsidiaries on a consolidated basis as of its datethe date of such statement, and each of the statements of income and changes in shareholders' stockholders’ equity and cash flows or equivalent statements in such Regulatory Documents FNFG SEC Filings (including any related notes and schedules thereto) fairly presents, or will fairly present, presented in all material respects the results of operations, changes in shareholders' stockholders’ equity and changes in cash flows, as the case may be, of Western it and its Subsidiaries on a consolidated basis for the periods to which they those statements 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 and as permitted by Form 10-Q in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i1) Western's Its Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1997 2002 and 2003, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 2001 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, its “Company Reports”) with the "Regulatory Documents"), SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets statements of financial position contained in or incorporated by reference into any such Regulatory Document Company Report (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, the presented in all material respects its financial position and that of Western and its Subsidiaries as of its datethe date of such statement, and each of the statements of income and changes in shareholders' ’ equity and cash flows or equivalent statements in such Regulatory Documents Company Reports (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Western it and its Subsidiaries for the periods to which they those statements 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 and as permitted by Form 10-Q in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i) Western's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and all other reports, registration statements, or definitive proxy statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 under the Securities Act, or under Sections 13(a), 13(d), 14 or 15(d) Zions' Regulatory Documents (of the Exchange Act, types specified in the form filed or to be filed (collectively, the "Regulatory Documents"Section 5.03(g)), as of the date filed, (A) complied and or will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Western Zions and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Western Zions and 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i1) Western's Its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 2003, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries subsidiaries subsequent to December 31, 1997 2003 under the Securities Act of 1933, as amended ("Securities Act"), or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the SEC, in the form filed or to be filed (collectively, the its "Regulatory DocumentsFilings"), ) with the SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Regulatory Document Filing (including the related notes and schedules thereto) fairly presents, or will fairly present, the presented in all material respects its financial position and that of Western and its Subsidiaries subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Western it and its Subsidiaries 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i) WesternAhmanson's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and all other reports, registration statements, or definitive proxy statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 under the Securities Act, or under Sections 13(a), 13(d), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "Regulatory Documents"), as of the date filed, (A) complied and or will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Western Ahmanson and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of Western Ahmanson and 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, subject to normal year-end audit adjustments and the lack of complete footnote disclosure in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i) WesternCompany's (or its predecessors') Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1998, 1997 and 1996, and all other reports, registration statements, or definitive proxy statements or information statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 1996 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the SEC, in the form filed or to be filed (collectively, the Company "Regulatory DocumentsREGULATORY DOCUMENTS"), ) with the SEC as of the date filed, (A) complied and or will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the financial position of Western Company and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Western Company and 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i1) Western's Its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 2003, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries subsidiaries subsequent to December 31, 1997 2003 under the Securities ActAct of 1933, as amended ("SECURITIES ACT"), or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the SEC, in the form filed or to be filed (collectively, its "REGULATORY FILINGS") with the "Regulatory Documents"), SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Regulatory Document Filing (including the related notes and schedules thereto) fairly presents, or will fairly present, the presented in all material respects its financial position and that of Western and its Subsidiaries subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Western it and its Subsidiaries 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i1) Western's Its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 2006, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries subsidiaries subsequent to December 31, 1997 2006 under the Securities Act of 1933, as amended (“Securities Act”), or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the SEC, in the form filed or to be filed (collectively, its “Regulatory Filings”) with the "Regulatory Documents"), SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Regulatory Document Filing (including the related notes and schedules thereto) fairly presents, or will fairly present, the presented in all material respects its financial position and that of Western and its Subsidiaries subsidiaries as of its date, and each of the statements of income and changes in shareholders' ’ equity and cash flows or equivalent statements in such Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Western it and its Subsidiaries 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i1) Western's Its Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1998, 1997 and 1996, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 1996 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the SEC, in the form filed or to be filed (collectively, the its "Regulatory DocumentsFilings"), ) with the SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document Filing (including the related notes and schedules thereto) fairly presents, or will fairly present, the presented in all material respects its financial position and that of Western and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Western it and 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i) Western's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and all other reports, registration statements, or definitive proxy statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 under the Securities Act, or under Sections 13(a), 13(d), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "Regulatory DocumentsREGULATORY DOCUMENTS"), as of the date filed, (A) complied and or will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Western and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Western and 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i1) Western's Its Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1997 2002 and 2003, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 2001 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, its "Company Reports") with the "Regulatory Documents"), SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets statements of financial position contained in or incorporated by reference into any such Regulatory Document Company Report (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, the presented in all material respects its financial position and that of Western and its Subsidiaries as of its datethe date of such statement, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents Company Reports (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Western it and its Subsidiaries for the periods to which they those statements 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 and as permitted by Form 10-Q in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i) Western's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and all other reports, registration statements, or definitive proxy statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 under the Securities Act, or under Sections 13(a), 13(d), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "Regulatory Documents"), as of the date filed, (A) complied and or will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Western and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Western and 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, subject to normal year-end audit adjustments in the case of unaudited statements.. (ii) Since December 31, 1997, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.04 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to it. (h)

Financial Reports and Regulatory Documents; Material Adverse Effect. (i) Western's In the case of NMB, its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005, and all other reports, registration statements, definitive proxy statements or information statements filed by it or any of its Subsidiaries subsequent to December 31, 2005, under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act or under the securities regulations of the SEC, in the form filed, and in the case of FCB, its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 2005, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 2005 under the Securities Act, or under Sections Section 13(a), 13(d13(c), or 14 or 15(d) of the Exchange ActAct or under the securities regulations of the SEC, in the form filed or to be filed (collectivelycollectively for each of the parties, its “Regulatory Filings”) with the "Regulatory Documents"), SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document Filing (including the related notes and schedules thereto) fairly presentspresented in all material respects, or will fairly present, the its financial position and that of Western and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' ’ equity and cash flows or equivalent statements in such Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of Western it and 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, subject to immaterial normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i) Western's Its Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1998, 1997 and 1996, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 1996 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the SEC, in the form filed or to be filed (collectively, the its "Regulatory DocumentsFilings"), ) with the SEC as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document Filing (including the related notes and schedules thereto) fairly presentspresented in all material respects, or will fairly present, the its financial position and that of Western and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Western it and 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and Regulatory Documents; Material Adverse Effect. (i) Western's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and all other reports, registration statements, or definitive proxy statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 under the Securities Act, or under Sections 13(a), 13(d), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "Regulatory Documents"), as of the date filed, (A) complied and or will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Western and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of Western and 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, subject to normal year-end audit adjustments in the case of unaudited statements.