Common use of Regulatory Reports Clause in Contracts

Regulatory Reports. Since January 1, 2018, Company and its Subsidiaries have duly filed with the FRB, the FDIC, the OCC and any other applicable Governmental Authority, in correct form, the reports and other documents required to be filed under applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports were, in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCC, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Company or the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank and accompanying schedules as filed with the OCC, for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than normal examinations conducted by a Governmental Authority in the Ordinary Course of Business of Company and its Subsidiaries, no Governmental Authority has notified Company or any of its Subsidiaries that it has initiated or has pending any proceeding or, to Company’s Knowledge, threatened an investigation into the business or operations of Company or any of its Subsidiaries since January 1, 2018 that would reasonably be expected to result in a Material Adverse Effect on Company. There is no material unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Company or any of its Subsidiaries. There have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to the business, operations, policies or procedures of Company or any of its Subsidiaries since January 1, 2018. Notwithstanding the foregoing, nothing in this Section 3.09 shall require Company or Bank to provide Buyer with any confidential regulatory supervisory information of Company or Bank.

Regulatory Reports. Since NYCB and each of the NYCB Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 20182018 with any Governmental Entities, Company and its Subsidiaries have duly filed with the FRBincluding any report, the FDIC, the OCC and any other applicable Governmental Authority, in correct form, the reports and other documents correspondence, registration or statement required to be filed under applicable Laws and (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, and except where the failure to file (or furnish, as applicable) such reports were, in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCCform, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statementcorrespondence, registration or statement or offering materials made to pay such fees and assessments would not reasonably be expected to have, either individually or given in the aggregate, a Material Adverse Effect on NYCB. Subject to shareholders of Company or the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank Section 9.15 and accompanying schedules as filed with the OCC, except for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than normal examinations conducted by a Governmental Authority Entity in the Ordinary Course ordinary course of Business business of Company NYCB and its the NYCB Subsidiaries, no Governmental Authority has notified Company or any of its Subsidiaries that it Entity has initiated or has pending any proceeding or, to Company’s Knowledgethe knowledge of NYCB, threatened an investigation into the business or operations of Company NYCB or any of its the NYCB Subsidiaries since January 1, 2018 that 2018, except where such proceedings or investigations would not reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect on CompanyNYCB. There Subject to Section 9.15, there (a) is no material unresolved violation, criticism, or exception by any Governmental Authority Entity with respect to any report or statement relating to any examinations or inspections of Company NYCB or any of its the NYCB Subsidiaries. There have , and (b) has been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority Entity with respect to the business, operations, policies or procedures of Company NYCB or any of its the NYCB Subsidiaries since January 1, 2018. Notwithstanding , in each case, except as would not reasonably be expected to have, either individually or in the foregoingaggregate, nothing in this Section 3.09 shall require Company or Bank to provide Buyer with any confidential regulatory supervisory information of Company or Banka Material Adverse Effect on NYCB.

Regulatory Reports. Since Flagstar and each of the Flagstar Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 20182018 with any Governmental Entity, Company and its Subsidiaries have duly filed with the FRBincluding any report, the FDIC, the OCC and any other applicable Governmental Authority, in correct form, the reports and other documents correspondence, registration or statement required to be filed under applicable Laws and (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, and except where the failure to file (or furnish, as applicable) such reports were, in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCCform, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statementcorrespondence, registration or statement or offering materials made to pay such fees and assessments would not reasonably be expected to have, either individually or given in the aggregate, a Material Adverse Effect on Flagstar. Subject to shareholders of Company or the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank Section 9.15 and accompanying schedules as filed with the OCC, except for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than normal examinations conducted by a Governmental Authority Entity in the Ordinary Course ordinary course of Business business of Company Flagstar and its the Flagstar Subsidiaries, no Governmental Authority has notified Company or any of its Subsidiaries that it Entity has initiated or has pending any proceeding or, to Company’s Knowledgethe knowledge of Flagstar, threatened an investigation into the business or operations of Company Flagstar or any of its the Flagstar Subsidiaries since January 1, 2018 that 2018, except where such proceedings or investigations would not reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect on CompanyFlagstar. There Subject to Section 9.15, there (x) is no material unresolved violation, criticism, or exception by any Governmental Authority Entity with respect to any report or statement relating to any examinations or inspections of Company Flagstar or any of its the Flagstar Subsidiaries. There have , and (y) has been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority Entity with respect to the business, operations, policies or procedures of Company Flagstar or any of its the Flagstar Subsidiaries since January 1, 2018. Notwithstanding , in each case, except as would not reasonably be expected to have, either individually or in the foregoingaggregate, nothing in this Section 3.09 shall require Company or Bank to provide Buyer with any confidential regulatory supervisory information of Company or Banka Material Adverse Effect on Flagstar.

Regulatory Reports. Since Each of BancPlus and its Subsidiaries has timely filed or furnished, as applicable, in correct form all reports, forms, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2018, Company and its Subsidiaries have duly filed 2019 with (i) the FRB, (ii) the FDIC, the OCC (iii) any state or foreign regulatory authority, and (iv) any other applicable Governmental AuthoritySRO (individually, in correct forma “Regulatory Agency” and collectively, the “Regulatory Agencies”), and all other reports and other documents statements required to be filed under applicable Laws and or furnished by them since January 1, 2019, including, without limitation, any report or statement required to be filed or furnished pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Regulatory Agency, and have paid in full all fees and assessments due and payable in connection therewith, and except where the failure to file or furnish such reports were, in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCC, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statementform, registration or statement or offering materials made to pay such fees and assessments, either individually or given in the aggregate, would not reasonably be expected to shareholders have a Material Adverse Effect on BancPlus and except with respect to Taxes. As of Company their filing date, each such report or the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained other filing did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank and accompanying schedules as filed with the OCC, Except for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than normal examinations conducted by a Governmental Authority Regulatory Agency in the Ordinary Course ordinary course of Business the business of Company BancPlus and its Subsidiaries, no Governmental Authority has notified Company or any of its Subsidiaries that it Regulatory Agency has initiated or has pending any proceeding or examination, or, to Company’s Knowledgethe knowledge of BancPlus, threatened an investigation into the business or operations of Company BancPlus or any of its Subsidiaries since January 1, 2018 that 2019, except where such proceedings or investigations would not, either individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect on CompanyBancPlus, or threatened in writing to initiate any of the foregoing. There (x) is no material unresolved violation, criticism, or exception by any Governmental Authority Regulatory Agency with respect to any written report or statement relating to any examinations or inspections of Company BancPlus or any of its Subsidiaries. There have been Subsidiaries and (y) are no material formal or informal inquiries byinquires by (other than in the ordinary course of routine regulatory examinations and {JX489484.11} PD.35183901.7 visitations), or material disagreements or disputes with, any Governmental Authority Regulatory Agency with respect to the business, operations, policies or procedures of Company BancPlus or any of its Subsidiaries since January 1, 2018. Notwithstanding the foregoing, nothing in this Section 3.09 shall require Company or Bank to provide Buyer with any confidential regulatory supervisory information of Company or BankSubsidiaries.

Regulatory Reports. Since The Company and each of the Company Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 20182018 with (a) any state regulatory authority, Company and its Subsidiaries have duly filed with (b) the FRBSEC, (c) the Federal Reserve Board, (d) the OCC, (e) the FDIC, the OCC (f) any foreign regulatory authority, and (g) any other applicable Governmental AuthoritySRO (clauses (a) – (g), in correct collectively “Regulatory Agencies”), including any report, form, the reports and other documents correspondence, registration or statement required to be filed under applicable Laws and (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith, and except where the failure to file (or furnish, as applicable) such reports were, in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCCform, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statementcorrespondence, registration or statement or offering materials made to pay such fees and assessments, either individually or given in the aggregate, would not reasonably be expected to shareholders of Company or have a Material Adverse Effect on the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained any untrue statement of a material fact or omitted Company. Subject to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank Section 9.15 and accompanying schedules as filed with the OCC, except for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than normal examinations conducted by a Governmental Authority Regulatory Agency in the Ordinary Course ordinary course of Business business of the Company and its the Company Subsidiaries, no Governmental Authority has notified Company or any of its Subsidiaries that it Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of the Company’s Knowledge, threatened an investigation into the business or operations of the Company or any of its the Company Subsidiaries since January 1, 2018 that 2018, except where such proceedings or investigations would not reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect on the Company. There Subject to Section 9.15, there (x) is no material unresolved violation, criticism, or exception by any Governmental Authority Regulatory Agency with respect to any report or statement relating to any examinations or inspections of the Company or any of its the Company Subsidiaries. There have , and (y) has been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority Regulatory Agency with respect to the business, operations, policies or procedures of the Company or any of its the Company Subsidiaries since January 1, 2018. Notwithstanding , in each case, which would reasonably be expected to have, either individually or in the foregoingaggregate, nothing in this Section 3.09 shall require Company or Bank to provide Buyer with any confidential regulatory supervisory information of Company or Banka Material Adverse Effect on the Company.

Regulatory Reports. Since Parent and each of the Parent Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 20182018 with any Regulatory Agencies, Company and its Subsidiaries have duly filed with the FRBincluding any report, the FDIC, the OCC and any other applicable Governmental Authority, in correct form, the reports and other documents correspondence, registration or statement required to be filed under applicable Laws and (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith, and except where the failure to file (or furnish, as applicable) such reports were, in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCCform, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statementcorrespondence, registration or statement or offering materials made to pay such fees and assessments, either individually or given in the aggregate, would not reasonably be expected to shareholders of Company or the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained any untrue statement of have a material fact or omitted Material Adverse Effect on Parent. Subject to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank Section 9.15 and accompanying schedules as filed with the OCC, except for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than normal examinations conducted by a Governmental Authority Regulatory Agency in the Ordinary Course ordinary course of Business business of Company Parent and its the Parent Subsidiaries, no Governmental Authority has notified Company or any of its Subsidiaries that it Regulatory Agency has initiated or has pending any proceeding or, to Company’s Knowledgethe knowledge of Parent, threatened an investigation into the business or operations of Company Parent or any of its the Parent Subsidiaries since January 1, 2018 that 2018, except where such proceedings or investigations would not reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect on CompanyParent. There Subject to Section 9.15, there (a) is no material unresolved violation, criticism, or exception by any Governmental Authority Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Company Parent or any of its the Parent Subsidiaries. There have , and (b) has been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority Regulatory Agency with respect to the business, operations, policies or procedures of Company Parent or any of its the Parent Subsidiaries since January 1, 2018. Notwithstanding , in each case, which would reasonably be expected to have, either individually or in the foregoingaggregate, nothing in this Section 3.09 shall require Company or Bank to provide Buyer with any confidential regulatory supervisory information of Company or Banka Material Adverse Effect on Parent.

Regulatory Reports. Since (a) AMNB and each of its Subsidiaries have timely filed (or furnished, as applicable) all forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports and documents, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 20182020 with (i) any state regulatory authority, Company and its Subsidiaries have duly filed with (ii) the FRBSEC, (iii) the Federal Reserve Board, (iv) the OCC, (v) the FDIC, the OCC (vi) any foreign regulatory authority and (vii) any other applicable Governmental Authorityself-regulatory organization (clauses (i) – (vii), in correct collectively, “Regulatory Agencies”), including any report, form, the reports and other documents correspondence, registration or statement required to be filed under applicable Laws and (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency (collectively, “Regulatory Reports”), and have paid all fees and assessments due and payable in connection therewith, and such reports were, therewith in compliance in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCC, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Company or the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank and accompanying schedules as filed with the OCC, for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance respects with applicable regulatory requirementslaw. Subject to Section 9.14, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than except for normal examinations conducted by a Governmental Authority Regulatory Agency in the Ordinary Course of Business of Company and its SubsidiariesCourse, no Governmental Authority has notified Company or any of its Subsidiaries that it Regulatory Agency has initiated or has pending any proceeding or, to Company’s Knowledgethe knowledge of AMNB, threatened an investigation into the business or operations of Company AMNB or any of its Subsidiaries since January 1, 2018 that would reasonably be expected 2020. All such forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports and documents were true and complete in all material respects and in compliance in all material respects with the requirements of any applicable law and of the applicable Regulatory Agency. Subject to result Section 9.14, except for normal examinations conducted by a Regulatory Agency in a Material Adverse Effect on Company. There the Ordinary Course, there (A) is no material unresolved violation, criticism, or exception by any Governmental Authority Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Company AMNB or any of its Subsidiaries. There have been no formal or informal Subsidiaries and (B) are not any unresolved inquiries by, or disagreements or disputes with, any Governmental Authority Regulatory Agency with respect to the business, operations, policies or procedures of Company AMNB or any of its Subsidiaries since January 1, 20182020, in each case, which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on AMNB. Notwithstanding Since January 1, 2020, AMNB has been in material compliance with applicable listing and corporate governance rules and regulations of Nasdaq. (b) A true and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the foregoingSEC by AMNB or any of its Subsidiaries pursuant to the Securities Act of 1933, nothing as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, as applicable (the “Exchange Act”), as the case may be, since January 1, 2020 (the “AMNB SEC Reports”) is publicly available. No such AMNB SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements, prospectuses and proxy statements, on the dates of effectiveness, dates of first sale of securities and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all AMNB SEC Reports filed or furnished under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of AMNB has failed in any respect to make the certifications required of him or her under Section 3.09 shall require Company 302 or Bank 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to provide Buyer with any confidential regulatory supervisory information of Company or Bankthe AMNB SEC Reports.

Regulatory Reports. Since (a) AMNB and each of its Subsidiaries have timely filed (or furnished, as applicable) all forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports and documents, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 20182020 with (i) any state regulatory authority, Company and its Subsidiaries have duly filed with (ii) the FRBSEC, (iii) the Federal Reserve Board, (iv) the OCC, (v) the FDIC, the OCC (vi) any foreign regulatory authority and (vii) any other applicable Governmental Authorityself-regulatory organization (clauses (i) – (vii), in correct collectively, “Regulatory Agencies”), including any report, form, the reports and other documents correspondence, registration or statement required to be filed under applicable Laws and (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency (collectively, “Regulatory Reports”), and have paid all fees and assessments due and payable in connection therewith, and such reports were, therewith in compliance in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCC, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Company or the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank and accompanying schedules as filed with the OCC, for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance respects with applicable regulatory requirementslaw. Subject to Section 9.14, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than except for normal examinations conducted by a Governmental Authority Regulatory Agency in the Ordinary Course of Business of Company and its SubsidiariesCourse, no Governmental Authority has notified Company or any of its Subsidiaries that it Regulatory Agency has initiated or has pending any proceeding or, to Company’s Knowledgethe knowledge of AMNB, threatened an investigation into the business or operations of Company AMNB or any of its Subsidiaries since January 1, 2018 that would reasonably be expected 2020. All such forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports and documents were true and complete in all material respects and in compliance in all material respects with the requirements of any applicable law and of the applicable Regulatory Agency. Subject to result Section 9.14, except for normal examinations conducted by a Regulatory Agency in a Material Adverse Effect on Company. There the Ordinary Course, there (A) is no material unresolved violation, criticism, or exception by any Governmental Authority Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Company AMNB or any of its Subsidiaries. There have been no formal or informal Subsidiaries and (B) are not any unresolved inquiries by, or disagreements or disputes with, any Governmental Authority Regulatory Agency with respect to the business, operations, policies or procedures of Company AMNB or any of its Subsidiaries since January 1, 20182020, in each case, which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on AMNB. Notwithstanding Since January 1, 2020, AMNB has been in material compliance with applicable listing and corporate governance rules and regulations of Nasdaq. (b) A true and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the foregoingSEC by AMNB or any of its Subsidiaries pursuant to the Securities Act of 1933, nothing as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, as applicable (the “Exchange Act”), as the case may be, since January 1, 2020 (the “AMNB SEC Reports”) is publicly available. No such AMNB SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements, prospectuses and proxy statements, on the dates of effectiveness, dates of first sale of securities and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all AMNB SEC Reports filed or furnished under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of AMNB has failed in any respect to make the certifications required of him or her under Section 3.09 shall require Company 302 or Bank 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”). As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to provide Buyer with any confidential regulatory supervisory information of Company or Bankthe AMNB SEC Reports.

Regulatory Reports. Since Each of Buyer and its Subsidiaries has timely filed or furnished, as applicable, in correct form all reports, forms, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2018, Company and its Subsidiaries have duly filed 2016 with (i) the FRB, (ii) the FDIC, the OCC (iii) any state or foreign regulatory authority, and (iv) any other applicable Governmental Authorityself-regulatory organization (an “SRO”) (individually, in correct forma “Regulatory Agency” and collectively, the “Regulatory Agencies”), and all other reports and other documents statements required to be filed under applicable Laws and or furnished by them since January 1, 2016, including, without limitation, any report or statement required to be filed or furnished pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Regulatory Agency, and have paid in full all fees and assessments due and payable in connection therewith, and except where the failure to file or furnish such reports were, in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCC, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statementform, registration or statement or offering materials made to pay such fees and assessments, either individually or given in the aggregate, would not reasonably be expected to shareholders have a Material Adverse Effect on Buyer and except with respect to Taxes. As of Company their filing date, each such report or the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained other filing did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank and accompanying schedules as filed with the OCC, Except for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than normal examinations conducted by a Governmental Authority Regulatory Agency in the Ordinary Course ordinary course of Business the business of Company Buyer and its Subsidiaries, no Governmental Authority has notified Company or any of its Subsidiaries that it Regulatory Agency has initiated or has pending any proceeding or examination, or, to Company’s Knowledgethe knowledge of Buyer, threatened an investigation into the business or operations of Company Buyer or any of its Subsidiaries since January 1, 2018 that 2016, except where such proceedings or investigations would not, either individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect on CompanyBuyer, or threatened to initiate any of the foregoing. There (x) is no material unresolved violation, criticism, or exception by any Governmental Authority Regulatory Agency with respect to any written report or statement relating to any examinations or inspections of Company Buyer or any of its Subsidiaries. There have been Subsidiaries and (y) are no material formal or informal inquiries byinquires by (other than in the ordinary course of routine regulatory examinations and visitations), or material disagreements or disputes with, any Governmental Authority Regulatory Agency with respect to the business, operations, policies or procedures of Company Buyer or any of its Subsidiaries since January 1, 2018. Notwithstanding the foregoing, nothing in this Section 3.09 shall require Company or Bank to provide Buyer with any confidential regulatory supervisory information of Company or BankSubsidiaries.

Regulatory Reports. Since January 1, 2018, Company and its Subsidiaries have duly filed with the FRB, the FDIC, the OCC and any other applicable Governmental Authority, in correct form, the reports and other documents required to be filed under applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports were, in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCC, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Company or the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank and accompanying schedules as filed with the OCC, for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than normal examinations conducted by a Governmental Authority in the Ordinary Course of Business of Company and its Subsidiaries, no Governmental Authority has notified Company or any of its Subsidiaries that it has initiated or has pending any proceeding or, to Company’s Knowledge, threatened an investigation into the business or operations of Company or any of its Subsidiaries since January 1, 2018 that would reasonably be expected to result in a Material Adverse Effect on Company. There is no material unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Company or any of its Subsidiaries. There have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to the business, operations, policies or procedures of Company or any of its Subsidiaries since January {Clients/1521/00383953.DOCX/7 }11 1, 2018. Notwithstanding the foregoing, nothing in this Section 3.09 shall require Company or Bank to provide Buyer with any confidential regulatory supervisory information of Company or Bank.

Regulatory Reports. Since (a) Buyer and each of its Subsidiaries have timely filed (or furnished, as applicable) all forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports and documents, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 20182020 with any Regulatory Agencies, Company and its Subsidiaries have duly filed with the FRBincluding any Regulatory Reports, the FDIC, the OCC and any other applicable Governmental Authority, in correct form, the reports and other documents required to be filed under applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports were, therewith in compliance in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCC, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Company or the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank and accompanying schedules as filed with the OCC, for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance respects with applicable regulatory requirementslaw. Subject to Section 9.14, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than except for normal examinations conducted by a Governmental Authority Regulatory Agency in the Ordinary Course of Business of Company and its SubsidiariesCourse, no Governmental Authority has notified Company or any of its Subsidiaries that it Regulatory Agency has initiated or has pending any proceeding or, to Company’s Knowledgethe knowledge of Buyer, threatened an investigation into the business or operations of Company Buyer or any of its Subsidiaries since January 1, 2018 that 2020, except where such proceedings or investigations would not reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect on CompanyBuyer. There All such forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports and documents were true and complete in all material respects and in compliance in all material respects with the requirements of any applicable law and of the applicable Regulatory Agency. Subject to Section 9.14, except for normal examinations conducted by a Regulatory Agency in the Ordinary Course, there (i) is no material unresolved violation, criticism, or exception by any Governmental Authority Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Company Buyer or any of its Subsidiaries. There have been no formal or informal Subsidiaries and (ii) are not any unresolved inquiries by, by or disagreements or disputes with, any Governmental Authority Regulatory Agency with respect to the business, operations, policies or procedures of Company Buyer or any of its Subsidiaries since January 1, 20182020, in each case, which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Buyer. Notwithstanding Since January 18, 2023, Buyer has been in material compliance with applicable listing and corporate governance rules and regulations of the foregoingNYSE. (b) A true and complete copy of each final registration statement, nothing prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by any of Buyer or its Subsidiaries pursuant to the Securities Act or the Exchange Act, as the case may be, since January 1, 2020 (the “Buyer SEC Reports”) is publicly available. No such Buyer SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements, prospectuses and proxy statements, on the dates of effectiveness, dates of first sale of securities and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Buyer SEC Reports filed or furnished under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Bxxxx has failed in any respect to make the certifications required of him or her under Section 3.09 shall require Company 302 or Bank 906 of the Sxxxxxxx-Xxxxx Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to provide any of the Buyer with any confidential regulatory supervisory information of Company or BankSEC Reports.

Regulatory Reports. Since (a) Buyer and each of its Subsidiaries have timely filed (or furnished, as applicable) all forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports and documents, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 20182020 with any Regulatory Agencies, Company and its Subsidiaries have duly filed with the FRBincluding any Regulatory Reports, the FDIC, the OCC and any other applicable Governmental Authority, in correct form, the reports and other documents required to be filed under applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports were, therewith in compliance in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. No report, including any report filed with the OCC, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Company or the Bank, in each case, since December 31, 2017, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank and accompanying schedules as filed with the OCC, for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance respects with applicable regulatory requirementslaw. Subject to Section 9.14, including applicable regulatory accounting principles and practices through periods covered by such reports. Other than except for normal examinations conducted by a Governmental Authority Regulatory Agency in the Ordinary Course of Business of Company and its SubsidiariesCourse, no Governmental Authority has notified Company or any of its Subsidiaries that it Regulatory Agency has initiated or has pending any proceeding or, to Company’s Knowledgethe knowledge of Buyer, threatened an investigation into the business or operations of Company Buyer or any of its Subsidiaries since January 1, 2018 that 2020, except where such proceedings or investigations would not reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect on CompanyBuyer. There All such forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports and documents were true and complete in all material respects and in compliance in all material respects with the requirements of any applicable law and of the applicable Regulatory Agency. Subject to Section 9.14, except for normal examinations conducted by a Regulatory Agency in the Ordinary Course, there (i) is no material unresolved violation, criticism, or exception by any Governmental Authority Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Company Buyer or any of its Subsidiaries. There have been no formal or informal Subsidiaries and (ii) are not any unresolved inquiries by, by or disagreements or disputes with, any Governmental Authority Regulatory Agency with respect to the business, operations, policies or procedures of Company Buyer or any of its Subsidiaries since January 1, 20182020, in each case, which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Buyer. Notwithstanding Since January 18, 2023, Buyer has been in material compliance with applicable listing and corporate governance rules and regulations of the foregoingNYSE. (b) A true and complete copy of each final registration statement, nothing prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by any of Buyer or its Subsidiaries pursuant to the Securities Act or the Exchange Act, as the case may be, since January 1, 2020 (the “Buyer SEC Reports”) is publicly available. No such Buyer SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements, prospectuses and proxy statements, on the dates of effectiveness, dates of first sale of securities and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Buyer SEC Reports filed or furnished under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Xxxxx has failed in any respect to make the certifications required of him or her under Section 3.09 shall require Company 302 or Bank 906 of the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to provide any of the Buyer with any confidential regulatory supervisory information of Company or BankSEC Reports.