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

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended December 31, 2003, 2004 and 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, in the form filed or as thereafter amended prior to the date hereof (collectively, the “Company SEC Filings”) with the SEC as of the date filed or amended prior to the date hereof, as the case may be, (A) complied 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. Each of the statements of financial position contained in or incorporated by reference into any of the Company SEC Filings (including the related notes and schedules) fairly presented or will fairly present in all material respects its financial position and that of its Subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in the Company SEC Filings (including any related notes and schedules thereto) fairly presented 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 it and its Subsidiaries for the periods to which 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. (2) The Company (A) has designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent a summary of any such disclosure, if any, made by management to the Company’s auditors and audit committee since January 1, 2003. (3) Since January 1, 2003, it and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (A) the Federal Reserve Board, (B) the OCC and (C) any other applicable Governmental Authorities. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filed.

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended December 31, 2003, 2004 and 2005, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 2005 2002 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or as thereafter amended prior to the date hereof be filed (collectively, the its “Company SEC Regulatory Filings”) with the SEC as of the date filed or amended prior to the date hereof, as the case may befiled, (A) complied 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. Each ; and each of the financial statements of financial position contained in or incorporated by reference into any of the Company SEC Filings each such Regulatory Filing (including the related notes and schedules) fairly presented presents or will fairly present in all material respects its financial position and that of its Subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in the Company SEC such Regulatory Filings (including any related notes and schedules thereto) fairly presented presents or will fairly present in all material respectspresent, the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of it and its Subsidiaries for the periods to which 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. (2) The Company (A) has designed disclosure controls and procedures to ensure that material information relating to Except as disclosed in the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation Regulatory Filings filed prior to the date hereof, to the Company’s auditors and the audit committee none of the Company’s Board of Directors it or its Subsidiaries has any obligation or liability (1) any significant deficiencies whether known, unknown, mature, contingent or otherwise), that, individually or in the design aggregate, would reasonably be expected to constitute or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role Material Adverse Effect on TRBI and, since December 31, 2005, on a consolidated basis it and its Subsidiaries have not incurred any liability other than in the Company’s internal controls. The Company has made available to Parent a summary ordinary course of any such disclosure, if any, made by management to the Company’s auditors and audit committee since January 1, 2003business consistent with past practice. (3) Since January 1December 31, 20032005, it and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (A) it and its Subsidiaries have conducted their respective businesses in the Federal Reserve Board, ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) the OCC no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (C) described in any other applicable Governmental Authorities. As paragraph of their respective dates (and without giving effect Section 5.03 or otherwise), has had or is reasonably likely to any amendments or modifications filed after the date of this Agreement have a Material Adverse Effect with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filedit.

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended December 31, 20032002, 2004 2003 and 20052004, 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 2001 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or as thereafter amended prior to the date hereof (collectively, the its “Company SEC Regulatory Filings”) with the SEC as of the date filed or amended prior to the date hereof, as the case may befiled, (A) were timely filed and complied 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. Each ; and each of the statements of financial position contained in or incorporated by reference into any of the Company SEC Filings such Regulatory Filing (including the related notes and schedules) fairly presented or will fairly present in all material respects its financial position and that of its Subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in the Company SEC such Regulatory Filings (including any related notes and schedules thereto) fairly presented 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 it and its Subsidiaries for the periods to which 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. (2) The Company (A) has designed disclosure controls Since December 31, 2004, it and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (1) Subsidiaries have not incurred any significant deficiencies liability other than in the design or operation ordinary course of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent a summary of any such disclosure, if any, made by management to the Company’s auditors and audit committee since January 1, 2003business consistent with past practice. (3) Since January 1December 31, 20032004, it and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (A) it and its Subsidiaries have conducted their respective businesses in the Federal Reserve Board, ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) the OCC no event has occurred or circumstance exists or has arisen that, individually or taken together with all other facts, circumstances and events (C) described in any other applicable Governmental Authorities. As paragraph of their respective dates (and without giving effect Section 5.03 or otherwise), has had or is reasonably likely to any amendments or modifications filed after the date of this Agreement have a Material Adverse Effect with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filedit.

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended December 31, 20032004, 2004 2005 and 20052006, 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 2006 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or as thereafter amended prior to the date hereof (collectively, the “Company SEC Filings”) with the SEC as of the date filed or amended prior to the date hereof, as the case may be, (A) complied 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. Each of the statements of financial position contained in or incorporated by reference into any of the Company SEC Filings (including the related notes and schedules) fairly presented or will fairly present in all material respects its financial position and that of its Subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in the Company SEC Filings (including any related notes and schedules thereto) fairly presented 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 it and its Subsidiaries for the periods to which 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. (2) The Company (A) has designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent a summary of any such disclosure, if any, disclosure made by management to the Company’s auditors and audit committee since January 1, 20032005. (3) Since January 1, 20032005, it and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (A) the Federal Reserve BoardOffice of Thrift Supervision, (B) the OCC FDIC and (C) any other applicable Governmental Authorities. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filed.

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended Since December 31, 20032014, 2004 the Company has timely filed with or furnished to the SEC registration statements, prospectuses, reports, schedules, forms, statements and 2005, other documents (including exhibits and all other reports, registration statements, definitive proxy statements information incorporated by reference) required to be filed or information statements filed furnished by it or any of its Subsidiaries subsequent to December 31, 2005 with the SEC under the Exchange Act and the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or as thereafter amended prior to the date hereof (collectively, the “Company SEC Filings”) with the SEC . All such Regulatory Filings as of the date filed or amended prior to the date hereof, as the case may befiled, (A) complied 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. Each ; and each of the consolidated statements of financial position contained in or incorporated by reference into any of the Company SEC Filings such Regulatory Filing (including the related notes and schedules) fairly presented or will fairly present in all material respects its the financial position of it and that of its Subsidiaries on a consolidated basis as of the date of such statement, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in the Company SEC Filings (including any related notes and schedules thereto) fairly presented 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 it and its Subsidiaries for the periods to which those statements relate, in each case statement 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 the absence of footnotes and as permitted by SEC Form 10-Q promulgated under the Exchange Act in the case of unaudited statements. As of the date of this Agreement, to the Knowledge of the Company there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. (2) The Company (A) has designed established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that material all information relating required to be disclosed by the CompanyCompany in the reports that it files or furnishes under the Exchange Act is recorded, including its consolidated Subsidiariesprocessed, is made known to summarized and reported within the management time periods specified in the rules and forms of the Company by others within those entitiesSEC, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, that all such information is accumulated and communicated to the Company’s auditors management as appropriate to allow timely decisions regarding required disclosure and to make the audit committee certifications required pursuant to Sections 302 and 906 of the Company’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent a summary of any such disclosure, if any, made by management to the Company’s auditors and audit committee since January 1, 2003Xxxxxxxx-Xxxxx Act. (3) Since January 1December 31, 20032016, it and each except for Liabilities (A) permitted or contemplated by this Agreement, (B) incurred in the ordinary course of business materially consistent with past practices, (C) that would not reasonably be expected to have a Material Adverse Effect on the Company, or (D) that are reflected on the Company’s balance sheet prepared in accordance with GAAP, the Company has not incurred any Liabilities of a nature required to be set forth or reflected in a balance sheet prepared in accordance with GAAP. The unaudited balance sheet of the Company dated as of September 30, 2017 contained in the Regulatory Filings is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any of its Subsidiaries has filed all reports and statementsany Liabilities other than Liabilities that (i) are reflected or recorded on the Company Balance Sheet (including in the notes thereto), together (ii) were incurred since the date of the Company Balance Sheet outside of the ordinary course of business materially consistent with any amendments required to be made past practices, or (iii) are incurred in connection with respect theretothe transactions contemplated by this Agreement. (4) Since December 31, that it was required to file with 2016, (A) the Federal Reserve BoardCompany and its Subsidiaries have conducted their respective businesses in the ordinary and usual course materially consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transactions), and (B) no event has occurred or circumstance has arisen that has had or is reasonably likely to have a Material Adverse Effect on the OCC Company or its Subsidiaries. (5) Since December 31, 2016, (i) the Company, on a consolidated basis, has managed all cash and cash equivalents materially consistent with the Company’s past practices and there have been no changes in cash management practices, policies or procedures, (ii) the Company and its Subsidiaries have purchased inventory as necessary in the normal course of Business, and inventory purchasing patterns have been materially consistent with its past practices, (iii) the Company and its Subsidiaries has made all vendor, supplier, payroll and other similar payments materially consistent with the Company’s past practices and no such balances are greater than sixty (60) days old as of the date hereof nor will they be as of the Closing Date and (Civ) neither the Company nor any other applicable Governmental Authorities. As of their respective dates its Subsidiaries has (and without giving effect to A) been delinquent on any amendments payment of Indebtedness, or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filed(B) voluntarily prepaid any Indebtedness.

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, 2004 and 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 2000 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or as thereafter amended prior to the date hereof (collectively, the “Company SEC its "Regulatory Filings”") with the SEC as of the date filed or amended prior to the date hereof, as the case may befiled, (A) complied 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. Each ; and each of the statements of financial position contained in or incorporated by reference into any of the Company SEC Filings such Regulatory Filing (including the related notes and schedules) fairly presented or will fairly present in all material respects its financial position and that of its Subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ ' equity and cash flows or equivalent statements in the Company SEC such Regulatory Filings (including any related notes and schedules thereto) fairly presented 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 it and its Subsidiaries for the periods to which 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. (2) The Company (A) has designed disclosure controls Since December 31, 2003, it and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (1) Subsidiaries have not incurred any significant deficiencies liability other than in the design or operation ordinary course of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent a summary of any such disclosure, if any, made by management to the Company’s auditors and audit committee since January 1, 2003business consistent with past practice. (3) Since January 1December 31, 2003, it and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (A) it and its Subsidiaries have conducted their respective businesses in the Federal Reserve Board, ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) the OCC no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (C) described in any other applicable Governmental Authorities. As paragraph of their respective dates (and without giving effect Section 5.03 or otherwise), has had or is reasonably likely to any amendments or modifications filed after the date of this Agreement have a Material Adverse Effect with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filedit.

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended December 31, 2003, 2004 and 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 2002 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or as thereafter amended prior to the date hereof (collectively, the “Company SEC Filings”its "REGULATORY FILINGS") with the SEC as of the date filed or amended prior to the date hereof, as the case may befiled, (A) complied 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. Each ; and each of the statements of financial position contained in or incorporated by reference into any of the Company SEC Filings such Regulatory Filing (including the related notes and schedules) fairly presented or will fairly present in all material respects its financial position and that of its Subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ ' equity and cash flows or equivalent statements in the Company SEC such Regulatory Filings (including any related notes and schedules thereto) fairly presented 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 it and its Subsidiaries for the periods to which 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. (2) The Company (A) has designed disclosure controls Since December 31, 2005, it and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (1) Subsidiaries have not incurred any significant deficiencies liability other than in the design or operation ordinary course of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent a summary of any such disclosure, if any, made by management to the Company’s auditors and audit committee since January 1, 2003business consistent with past practice. (3) Since January 1December 31, 20032005, it and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (A) it and its Subsidiaries have conducted their respective businesses in the Federal Reserve Board, ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) the OCC no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (C) described in any other applicable Governmental Authorities. As paragraph of their respective dates (and without giving effect Section 5.03 or otherwise), has had or is reasonably likely to any amendments or modifications filed after the date of this Agreement have a Material Adverse Effect with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filedit.

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended December 31, 2003, 2004 and 2005, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 2005 2002 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or as thereafter amended prior to the date hereof be filed (collectively, the “Company SEC its "Regulatory Filings”") with the SEC as of the date filed or amended prior to the date hereof, as the case may befiled, (A) complied 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. Each ; and each of the financial statements of financial position contained in or incorporated by reference into any of the Company SEC Filings each such Regulatory Filing (including the related notes and schedules) fairly presented presents or will fairly present in all material respects its financial position and that of its Subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ ' equity and cash flows or equivalent statements in the Company SEC such Regulatory Filings (including any related notes and schedules thereto) fairly presented presents or will fairly present in all material respectspresent, the results of operations, changes in shareholders’ ' equity and changes in cash flows, as the case may be, of it and its Subsidiaries for the periods to which 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. (2) The Company (A) has designed disclosure controls and procedures to ensure that material information relating to Except as disclosed in the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation Regulatory Filings filed prior to the date hereof, to the Company’s auditors and the audit committee none of the Company’s Board of Directors it or its Subsidiaries has any obligation or liability (1) any significant deficiencies whether known, unknown, mature, contingent or otherwise), that, individually or in the design aggregate, would reasonably be expected to constitute or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role Material Adverse Effect on it and, since December 31, 2005, on a consolidated basis it and its Subsidiaries have not incurred any liability other than in the Company’s internal controls. The Company has made available to Parent a summary ordinary course of any such disclosure, if any, made by management to the Company’s auditors and audit committee since January 1, 2003business consistent with past practice. (3) Since January 1December 31, 20032005, it and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (A) it and its Subsidiaries have conducted their respective businesses in the Federal Reserve Board, ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) the OCC no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (C) described in any other applicable Governmental Authorities. As paragraph of their respective dates (and without giving effect Section 5.03 or otherwise), has had or is reasonably likely to any amendments or modifications filed after the date of this Agreement have a Material Adverse Effect with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filedit.

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended December 31, 2003, 2004 and 2005, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 2005 2002 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or as thereafter amended prior to the date hereof be filed (collectively, the its “Company SEC Regulatory Filings”) with the SEC as of the date filed or amended prior to the date hereof, as the case may befiled, (A) complied 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. Each ; and each of the financial statements of financial position contained in or incorporated by reference into any of the Company SEC Filings each such Regulatory Filing (including the related notes and schedules) fairly presented presents or will fairly present in all material respects its financial position and that of its Subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in the Company SEC such Regulatory Filings (including any related notes and schedules thereto) fairly presented presents or will fairly present in all material respectspresent, the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of it and its Subsidiaries for the periods to which 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. (2) The Company (A) has designed disclosure controls and procedures to ensure that material information relating to Except as disclosed in the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation Regulatory Filings filed prior to the date hereof, to the Company’s auditors and the audit committee none of the Company’s Board of Directors it or its Subsidiaries has any obligation or liability (1) any significant deficiencies whether known, unknown, mature, contingent or otherwise), that, individually or in the design aggregate, would reasonably be expected to constitute or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role Material Adverse Effect on it and, since December 31, 2005, on a consolidated basis it and its Subsidiaries have not incurred any liability other than in the Company’s internal controls. The Company has made available to Parent a summary ordinary course of any such disclosure, if any, made by management to the Company’s auditors and audit committee since January 1, 2003business consistent with past practice. (3) Since January 1December 31, 20032005, it and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (A) it and its Subsidiaries have conducted their respective businesses in the Federal Reserve Board, ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) the OCC no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (C) described in any other applicable Governmental Authorities. As paragraph of their respective dates (and without giving effect Section 5.03 or otherwise), has had or is reasonably likely to any amendments or modifications filed after the date of this Agreement have a Material Adverse Effect with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filedit.

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended December 31, 2003, 2004 and 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 2002 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or as thereafter amended prior to the date hereof (collectively, the its “Company SEC Regulatory Filings”) with the SEC as of the date filed or amended prior to the date hereof, as the case may befiled, (A) complied 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. Each ; and each of the statements of financial position contained in or incorporated by reference into any of the Company SEC Filings such Regulatory Filing (including the related notes and schedules) fairly presented or will fairly present in all material respects its financial position and that of its Subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in the Company SEC such Regulatory Filings (including any related notes and schedules thereto) fairly presented 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 it and its Subsidiaries for the periods to which 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. (2) The Company (A) has designed disclosure controls Since December 31, 2005, it and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (1) Subsidiaries have not incurred any significant deficiencies liability other than in the design or operation Ordinary Course of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent a summary of any such disclosure, if any, made by management to the Company’s auditors and audit committee since January 1, 2003Business. (3) Since January 1December 31, 20032005, it and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (A) it and its Subsidiaries have conducted their respective businesses in the Federal Reserve Board, Ordinary Course of Business (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) the OCC no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (C) described in any other applicable Governmental Authorities. As paragraph of their respective dates (and without giving effect Section 5.03 or otherwise), has had or is reasonably likely to any amendments or modifications filed after the date of this Agreement have a Material Adverse Effect with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filedit.

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended December 31, 20032004, 2004 2005 and 20052006, 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 2006 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or as thereafter amended prior to the date hereof (collectively, the “"Company SEC Filings”") with the SEC as of the date filed or amended prior to the date hereof, as the case may be, (A) complied 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. Each of the statements of financial position contained in or incorporated by reference into any of the Company SEC Filings (including the related notes and schedules) fairly presented or will fairly present in all material respects its financial position and that of its Subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ ' equity and cash flows or equivalent statements in the Company SEC Filings (including any related notes and schedules thereto) fairly presented 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 it and its Subsidiaries for the periods to which 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. (2) The Company (A) has designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s 's auditors and the audit committee of the Company’s 's Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s 's ability to record, process, summarize and report financial data and has identified for the Company’s 's auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal controls. The Company has made available to Parent a summary of any such disclosure, if any, disclosure made by management to the Company’s 's auditors and audit committee since January 1, 20032005. (3) Since January 1, 20032005, it and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (A) the Federal Reserve BoardOffice of Thrift Supervision, (B) the OCC FDIC and (C) any other applicable Governmental Authorities. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filed.

Financial Reports and Regulatory Filings; Material Adverse Effect. (1) Its Annual Reports on Form 10-K for the fiscal years ended December 31, 2003, 2004 and 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 2002 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or as thereafter amended prior to the date hereof (collectively, the its “Company SEC Regulatory Filings”) with the SEC as of the date filed or amended prior to the date hereof, as the case may befiled, (A) complied 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. Each ; and each of the statements of financial position contained in or incorporated by reference into any of the Company SEC Filings such Regulatory Filing (including the related notes and schedules) fairly presented or will fairly present in all material respects its financial position and that of its Subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in the Company SEC such Regulatory Filings (including any related notes and schedules thereto) fairly presented 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 it and its Subsidiaries for the periods to which 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. (2) The Company (A) has designed disclosure controls Since December 31, 2005, it and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (1) Subsidiaries have not incurred any significant deficiencies liability other than in the design or operation ordinary course of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent a summary of any such disclosure, if any, made by management to the Company’s auditors and audit committee since January 1, 2003business consistent with past practice. (3) Since January 1December 31, 20032005, it and each of its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (A) it and its Subsidiaries have conducted their respective businesses in the Federal Reserve Board, ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) the OCC no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (C) described in any other applicable Governmental Authorities. As paragraph of their respective dates (and without giving effect Section 5.03 or otherwise), has had or is reasonably likely to any amendments or modifications filed after the date of this Agreement have a Material Adverse Effect with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filedit.