Common use of Regulatory Reports Clause in Contracts

Regulatory Reports. (a) Since January 1, 2009 Seller has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller has previously delivered or made available to Acquiror an accurate and complete copy of each such Seller SEC Document. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Seller and Seller Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Seller’s Subsidiaries is required to file periodic reports with the Commission. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), since January 1, 2009, Seller and Seller Sub have duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub conducted by the applicable bank regulatory authorities since January 1, 2007 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or any of the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Sub believes has not been now corrected or changed as required.

Regulatory Reports. (a) Since January 1, 2009 Seller has filed previously delivered or furnished on a timely basis with the Commission all made available to Acquiror an accurate and complete copy of each final registration statementsstatement, prospectusesprospectus, annual, quarterly or current reports report and definitive proxy statements statement or other communications communication (other than general advertising materials), forms, reports, schedules, statements report or other documents required to be statement filed or furnished by it pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules mailed by Seller to its stockholders as a class since January 1, 2003, and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller has previously delivered or made available to Acquiror an accurate and complete copy of each such Seller SEC Document. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement report or other documentstatement, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations or prospects of Seller and the Seller SubSubsidiary, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports report and definitive proxy statement or other communicationscommunication, forms, reports, schedules, statements report or other documents. None of Seller’s Subsidiaries is required to file periodic reports with the Commissionstatement. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), since January 1, 2009, Seller and the Seller Sub Subsidiary have duly filed all with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect theretofiled under applicable laws and regulations, that they were required and, to file with the MCB, the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Lawlaw, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub the Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2007 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or any of the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Sub Subsidiary believes has not been now corrected or changed as required.

Regulatory Reports. (a) Since January 1, 2009 Seller has filed previously delivered or furnished on a timely basis with the Commission all made available to Acquiror an accurate and complete copy of each final registration statementsstatement, prospectusesprospectus, annual, quarterly or current reports report and definitive proxy statements statement or other communications communication (other than general advertising materials), forms, reports, schedules, statements report or other documents required to be statement filed or furnished by it pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules mailed by Seller to its stockholders as a class since January 1, 2002, and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller has previously delivered or made available to Acquiror an accurate and complete copy of each such Seller SEC Document. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement report or other documentstatement, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations or prospects of Seller and the Seller SubSubsidiary, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports report and definitive proxy statement or other communicationscommunication, forms, reports, schedules, statements report or other documents. None of Seller’s Subsidiaries is required to file periodic reports with the Commissionstatement. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), since January 1, 2009, Seller and the Seller Sub Subsidiary have duly filed all with the ASBD, the FDIC and the FRB in correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect theretofiled under applicable laws and regulations, that they were required and, to file with the MCB, the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Lawlaw, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub the Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2007 2000 and the dates of any responses submitted thereto. In Except as set forth in Seller Disclosure Schedule 3.9(b), in connection with the most recent examinations of Seller or any of the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Sub Subsidiary believes has not been now corrected or changed as required.

Regulatory Reports. (a) Since Except as disclosed in SCHEDULE 4.16, since January 1, 2009 Seller has 0000, XXX and the WSB Subsidiaries have filed or furnished on a timely basis with the Commission all final registration reports, returns, registrations and statements, prospectusestogether with any amendments required to be made with respect thereto (such reports, annual, quarterly or current reports filings and definitive proxy statements or other communications (other than general advertising materialsamendments referred to hereinafter as "WSB Filings"), forms, reports, schedules, statements or other documents that were required to be filed or furnished by it pursuant to with: (i) the Commissioner; (ii) the FDIC; (iii) the Federal Reserve; (iv) the Securities Act of 1933, as amended and Exchange Commission (the “1933 Act”"SEC"), ; (v) the Securities Exchange Act Office of 1934, as amended the Comptroller of the Currency (the “1934 Act”"OCC"); and (vi) any other applicable regulatory agency, except where the failure to file such reports, returns, registrations and statements has not had and is not reasonably expected to have a material adverse effect on the business, properties, financial condition, results of operations or the rules prospects of WSB. Except as otherwise set forth in SCHEDULE 4.16, no administrative actions have been taken or orders issued in connection with such WSB Filings and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller has previously delivered or made available to Acquiror an accurate and complete copy of each such Seller SEC Document. As as of their respective filing dates (anddates, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to the date hereof, in which case, as of the date each of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, WSB Filings: (i) complied in all material respects with all applicable Laws rules and regulations promulgated by the regulatory agency with which it was filed (including, without limitation, the 1933 Act, the 1934 Act or was amended so as to be so promptly following discovery of any such noncompliance); and the Xxxxxxxx-Xxxxx Act of 2002, as amended(ii) and did not contain any untrue statement of a material fact or omit to state any a 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; provided. Any financial statement contained in any of such WSB Filings that was intended to present the financial position of each WSB Subsidiary or WSB fairly presented the financial position of the WSB Subsidiary or WSB and was prepared in accordance with generally accepted accounting principles or banking regulations and/or securities rules and regulations, that information as applicable, consistently applied, except as stated therein, during the periods involved. WSB has furnished CCB with true and correct copies of a later date all WSB Filings filed publicly shall be deemed to modify information as of an earlier date. To by the Knowledge of Seller, there is no fact WSB Subsidiaries or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Seller and Seller Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Seller’s Subsidiaries is required to file periodic reports with the Commission. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), WSB since January 1, 2009, Seller and Seller Sub have duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub conducted by the applicable bank regulatory authorities since January 1, 2007 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or any of the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Sub believes has not been now corrected or changed as required1999.

Regulatory Reports. (a) Since January 1, 2009 Seller has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports Buyer and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller has previously delivered or made available to Acquiror an accurate and complete copy of each such Seller SEC Document. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Seller and Seller Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Seller’s Subsidiaries is required to file periodic reports with the Commission. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), since January 1, 2009, Seller and Seller Buyer Sub have duly timely filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 with the MCBRegulatory Agencies (which term shall include, for purposes of this Section 5.11, the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller SubFederal Reserve Board), and have paid all fees and assessments due and payable in connection therewith. To Except for normal examinations conducted by a Regulatory Agency in the extent not prohibited regular course of the business of Buyer and Buyer Sub, no Regulatory Agency has initiated any proceeding, or to the knowledge of Buyer, threatened an investigation into the business or operations of Buyer or Buyer Sub since December 31, 2000. There is no unresolved violation, criticism, or exception by Lawany Regulatory Agency with respect to any report or statement relating to any examinations of Buyer or Buyer Sub. (b) A true, Seller has delivered or made available to Acquiror accurate correct and complete copies copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed since December 31, 2000 by Buyer with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the "Buyer Reports") is publicly available via XXXXX. Buyer has timely filed all Buyer Reports and other documents required to be filed by it under the Securities Act and the Exchange Act, and, as of their respective dates, all Buyer Reports complied with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer Reports. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such reportssubsequent filing), formsno such Buyer Report (when filed and at their respective effective time, correspondenceif applicable) 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, registrations in light of the circumstances in which they were made, not misleading, and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub conducted there are no outstanding comments from or unresolved issues raised by the applicable bank regulatory authorities since January 1, 2007 and the dates of any responses submitted thereto. In connection SEC with the most recent examinations of Seller or respect to any of the Subsidiaries Buyer Reports. No executive officer of Buyer has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 and no enforcement action has been initiated against Buyer by the applicable bank regulatory authorities, neither Seller nor SEC or any of the Subsidiaries was required State Regulator relating to correct or change disclosures contained in any action, procedure or proceeding which Seller or the Seller Sub believes has not been now corrected or changed as requiredBuyer Reports.

Regulatory Reports. (a) Since Except as disclosed in SCHEDULE 3.22, since January 1, 2009 Seller 1999, CCB has filed or furnished on a timely basis with the Commission all final registration reports, returns, registrations and statements, prospectusestogether with any amendments required to be made with respect thereto (such reports, annual, quarterly or current reports filings and definitive proxy statements or other communications (other than general advertising materialsamendments referred to hereinafter as "CCB Filings"), forms, reports, schedules, statements or other documents that were required to be filed with: (i) the Commissioner; (ii) FDIC; and (iii) any other applicable regulatory agency, except where the failure to file such reports, returns, registrations and statements has not had and is not reasonably expected to have a material adverse effect on the business, properties, financial condition, results of operations or furnished by it pursuant to the Securities Act prospects of 1933CCB. Except as otherwise set forth in SCHEDULE 3.22, no administrative actions have been taken or orders issued in connection with such CCB Filings and as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller has previously delivered or made available to Acquiror an accurate and complete copy of each such Seller SEC Document. As of their respective filing dates (anddates, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to the date hereof, in which case, as of the date each of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, CCB Filings: (i) complied in all material respects with all applicable Laws rules and regulations promulgated by the regulatory agency with which it was filed (including, without limitation, the 1933 Act, the 1934 Act or was amended so as to be so promptly following discovery of any such noncompliance); and the Xxxxxxxx-Xxxxx Act of 2002, as amended(ii) and did not contain any untrue statement of a material fact or omit to state any a 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; provided. Any financial statement contained in any of such CCB Filings that was intended to present the financial position of CCB fairly presented the financial position of CCB and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, that information except as stated therein, during the periods involved. CCB has furnished WSB with true and correct copies of a later date all CCB Filings filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Seller and Seller Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Seller’s Subsidiaries is required to file periodic reports with the Commission. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), by CCB since January 1, 2009, Seller and Seller Sub have duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub conducted by the applicable bank regulatory authorities since January 1, 2007 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or any of the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Sub believes has not been now corrected or changed as required1999.

Regulatory Reports. (a) Since January 1December 31, 2009 Seller has filed or furnished on a 2014, FVCB and FVCbank have timely basis with filed, and subsequent to the Commission date hereof will timely file, all final registration reports, registrations and statements, prospectusesif any, annualtogether with any amendments required to be made with respect thereto, quarterly or current reports that were and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents are required to be filed or furnished by it pursuant to with (i) the Securities Act SEC, (ii) the Board of 1933, as amended Governors of the Federal Reserve System (the “1933 ActFederal Reserve Board”), (iii) the Securities Exchange Act of 1934FDIC, as amended and (iv) the “1934 Act”), or the rules and regulations promulgated by the Commission SCC (all such filed or furnished documents, together with all exhibits reports and schedules thereto and all information incorporated therein by reference, statements are collectively referred to herein as the “Seller SEC DocumentsFVCB Reports”). Seller has previously delivered or made available to Acquiror an accurate and complete copy of each such Seller SEC Document. As of their respective filing dates (anddates, in the case of registration statements FVCB Reports complied and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied will comply in all material respects with all applicable Laws (includingthe statutes, without limitation, rules and regulations enforced or promulgated by the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulatory authority with which they were filed and did not and will not contain any untrue statement of a material fact or omit to state any a 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 are made, not misleading. (b) As of the date of this Agreement, FVCB is not currently required to file reports with the SEC or its primary federal banking regulator pursuant to Section 13 or 15(d) of the Exchange Act. FVCB is not aware of any form or manner of holding shares of FVCB Common Stock which is used primarily to circumvent the provisions of Section 12(g) or 15(d) of the Exchange Act. As of the date of this Agreement, FVCB has never filed a registration statement under the Securities Act or the Exchange Act, nor has it been required to do so. (c) Each prospectus, offering circular, private placement memorandum or other securities offering document used by FVCB in connection with the sale of FVCB Common Stock, and all other sales documentation relating thereto, did not contain any untrue or misleading statement of a material fact, and did not omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Seller and Seller Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Seller’s Subsidiaries is required to file periodic reports with the Commission. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), since January 1, 2009, Seller and Seller Sub have duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub conducted by the applicable bank regulatory authorities since January 1, 2007 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or any of the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Sub believes has not been now corrected or changed as required.

Regulatory Reports. (a) Since January 1The Company has timely filed all reports, 2009 Seller registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2000, with (i) the FDIC, (ii) the CDFI and any other applicable state banking commission or any other state regulatory authority (each, a "State Regulator") and (iii) any other self-regulatory organization ("SRO") (collectively, the "Regulatory Agencies"), and has filed paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the Company, no Regulatory Agency has initiated any proceeding, or, to the knowledge of the Company, threatened an investigation into the business or furnished on operations of the Company since December 31, 2000. There is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company. (b) The Company has previously made available to Buyer a timely basis with the Commission all true, correct and complete copy of each (a) final registration statementsstatement, prospectusesprospectus, annualreport, quarterly or current reports schedule and definitive proxy statements or other communications (other than general advertising materials)statement filed since December 31, forms, reports, schedules, statements or other documents required to be filed or furnished 2000 by it the Company with the FDIC pursuant to the Securities Act of 1933, as amended (the “1933 "Securities Act”), ") or the Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”)") (collectively, or the "Company Reports") and (b) communication mailed by the Company to its stockholders since December 31, 2000. The Company has timely filed all Company Reports and other documents required to be filed by it under the Securities Act and the Exchange Act, and, as of their respective dates, all of the Company Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations promulgated by of the Commission (all FDIC thereunder applicable to such filed or furnished Company Reports and other documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller has previously delivered or made available to Acquiror an accurate and complete copy of each such Seller SEC Document. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and filing with the dates of mailingFDIC (or, respectively), except to the extent that any Seller SEC Document has been if amended or superseded by a subsequently filed Seller SEC Document subsequent filing prior to the date hereof, in which case, as of the date of such amendmentsubsequent filing), each no such final registration statementCompany Report (when filed and at their respective effective times, prospectus, annual, quarterly if applicable) or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws communication (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amendedwhen mailed) and did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To and there are no outstanding comments from or unresolved issues raised by the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Seller and Seller Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Seller’s Subsidiaries is required to file periodic reports with the Commission. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), since January 1, 2009, Seller and Seller Sub have duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made FDIC with respect thereto, that they were required to file with the MCB, the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub conducted by the applicable bank regulatory authorities since January 1, 2007 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or any of the Subsidiaries Company Reports. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 and no enforcement action has been initiated against the Company by the applicable bank regulatory authorities, neither Seller nor FDIC or any of the Subsidiaries was required State Regulator relating to correct or change disclosures contained in any action, procedure or proceeding which Seller or the Seller Sub believes has not been now corrected or changed as requiredCompany Reports.

Regulatory Reports. (a) Since January 1The Bank has timely filed all reports, 2009 Seller has filed or furnished on a timely basis with the Commission all final registration registrations and statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents together with any amendments required to be filed made with respect thereto, that it was required to file since December 31, 2001 with (i) the FDIC, (ii) any state banking commission or furnished by it pursuant to the Securities Act of 1933any other state regulatory authority (each, as amended a “State Regulator”) and (iii) any other SRO (collectively, the “1933 ActRegulatory Agencies”), and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the Securities Exchange Act regular course of 1934the business of the Company and, except as amended (the “1934 Act”disclosed on Schedule 4.5(a), no Regulatory Agency has initiated any proceeding or, to the knowledge of the Company, any investigation into the business or operations of the rules and regulations promulgated Company since December 31, 2001. There is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Commission Company. (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller b) The Company has previously delivered or made available to Acquiror an accurate Buyer a true and correct and complete copy of each such Seller SEC Document. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such a) final registration statement, prospectus, annualreport, quarterly or current report schedule and definitive proxy statement filed since December 31, 2001 by the Company with the SEC pursuant to the Securities Act or other communicationthe Exchange Act (collectively, formthe “Company Reports”) and (b) communication mailed by the Company to its stockholders since December 31, 2000, and no such registration statement, prospectus, report, schedule, proxy statement (when filed and at their respective effective times, if applicable) or other document, as of its date, complied in all material respects with all applicable Laws communication (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amendedwhen mailed) and did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, except that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially The Company has timely filed all Company Reports and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Seller and Seller Sub, taken individually or as a whole, that is other documents required to be disclosed filed by it under the 1933 Securities Act or and the 1934 Act but has not been disclosed in such final registration statementExchange Act, prospectusand, annualas of their respective dates, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Seller’s Subsidiaries is required to file periodic reports all Company Reports complied with the Commission. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), since January 1, 2009, Seller published rules and Seller Sub have duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made regulations of the SEC with respect thereto, that they were . No executive officer of the Company has failed in any respect to make the certifications required to file with of him or her under Section 302 or 906 of the MCB, Xxxxxxxx-Xxxxx Act of 2002 and no enforcement action has been initiated against the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub conducted Company by the applicable bank regulatory authorities since January 1, 2007 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or any of the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller SEC or the Seller Sub believes has not been now corrected or changed as requiredFDIC relating to disclosures contained in any Company Reports.

Regulatory Reports. (a) Since Except as disclosed in Schedule 4.17, since January 1, 2009 Seller has 0000, XXX and the WSB Subsidiaries have filed or furnished on a timely basis with the Commission all final registration reports, returns, registrations and statements, prospectusestogether with any amendments required to be made with respect thereto (such reports, annual, quarterly or current reports filings and definitive proxy statements or other communications (other than general advertising materialsamendments referred to hereinafter as "WSB Filings"), forms, reports, schedules, statements or other documents that were required to be filed or furnished by it pursuant to with: (i) the Commissioner; (ii) the FDIC; (iii) the FRB; (iv) the Securities Act of 1933, as amended and Exchange Commission (the “1933 Act”"SEC"), ; (v) the Securities Exchange Act Office of 1934, as amended the Comptroller of the Currency (the “1934 Act”"OCC"); and (vi) any other applicable regulatory agency, except where the failure to file such reports, returns, registrations and statements has not had and is not reasonably expected to have a material adverse effect on the business, properties, financial condition, results of operations or the rules prospects of WSB. Except as otherwise set forth in Schedule 4.17, no administrative actions have been taken or orders issued in connection with such WSB Filings and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller has previously delivered or made available to Acquiror an accurate and complete copy of each such Seller SEC Document. As as of their respective filing dates (anddates, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to the date hereof, in which case, as of the date each of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, WSB Filings: (i) complied in all material respects with all applicable Laws rules and regulations promulgated by the regulatory agency with which it was filed (including, without limitation, the 1933 Act, the 1934 Act or was amended so as to be so promptly following discovery of any such noncompliance); and the Xxxxxxxx-Xxxxx Act of 2002, as amended(ii) and did not contain any untrue statement of a material fact or omit to state any a 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; provided. Any financial statement contained in any of such WSB Filings that was intended to present the financial position of each WSB Subsidiary or WSB fairly presented the financial position of the WSB Subsidiary or WSB and was prepared in accordance with generally accepted accounting principles or banking regulations and/or securities rules and regulations, that information as applicable, consistently applied, except as stated therein, during the periods involved. WSB has furnished MVB with true and correct copies of a later date all WSB Filings filed publicly shall be deemed to modify information as of an earlier date. To by the Knowledge of Seller, there is no fact WSB Subsidiaries or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Seller and Seller Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Seller’s Subsidiaries is required to file periodic reports with the Commission. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), WSB since January 1, 2009, Seller and Seller Sub have duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub conducted by the applicable bank regulatory authorities since January 1, 2007 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or any of the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Sub believes has not been now corrected or changed as required2001.

Regulatory Reports. (a) Since January 1, 2009 Seller has 2016, the Company and Company Bank have duly and timely filed with (i) the OCC, (ii) the Federal Reserve Board, (iii) the FDIC and (iv) each applicable local, state or furnished on a timely basis with foreign regulatory authority and self-regulatory organization having jurisdiction over the Commission all final registration statementsCompany or Company Bank (clauses (i)–(iv) collectively, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials“Regulatory Agencies”), formsand each other Governmental Entity having jurisdiction over the Company or Company Bank, in correct form, all reports, schedules, statements or and other documents required to be filed by them under applicable Law, together with any amendments required to be made with respect thereto, and all other reports or furnished statements required to be filed by it them pursuant to the Securities Act Laws of 1933the United States, as amended any state or political subdivision (the “1933 Act”including local jurisdictions), the Securities Exchange Act of 1934, as amended (the “1934 Act”)any foreign jurisdiction, or any other Governmental Entity, and the rules Company and regulations promulgated Company Bank have paid all fees and assessments due and payable in connection therewith. All such reports were, in all material respects, complete and correct and in compliance with the requirements of applicable Law. Except where prohibited by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by referenceapplicable Law, the “Seller SEC Documents”). Seller Company has previously delivered or made available to Acquiror an accurate Parent true, correct and complete copy copies of each all such Seller SEC Documentreports, including any and all amendments and modifications thereto. As No report, including any report filed with any Regulatory Agency, and no report or offering materials made or given to shareholders of their respective filing dates (and, in the case of registration statements and proxy statements, Company or Company Bank as of the respective dates of their effectiveness and the dates of mailingthereof, respectively), except to the extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) and did not contain contained any untrue statement of a material fact or omit omitted to state any a 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; provided. No report, that information as including any report filed with any Regulatory Agency or other Governmental Entity, and no report or offering materials made or given to shareholders of the Company or Company Bank to be filed or disseminated after the date of this Agreement will contain any untrue statement of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no material fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future will omit to so affect, the business, financial condition, results of operations or prospects of Seller and Seller Sub, taken individually or as state a whole, that is material fact required to be disclosed stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. The call reports of Company Bank and the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, accompanying schedules, statements or other documents. None of Seller’s Subsidiaries is required to file periodic reports as filed with the Commission. (b) Except as set forth in Seller Disclosure Schedule 3.9(b)OCC, since January 1, 2009, Seller and Seller Sub have duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file for each calendar quarter beginning with the MCBquarter ended June 30, 2016, through the FDICClosing Date, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Subhave been, and have paid all fees will be, prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and assessments due and payable in connection therewith. To the extent not prohibited practices through periods covered by Law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub conducted by the applicable bank regulatory authorities since January 1, 2007 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or any of the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Sub believes has not been now corrected or changed as required.

Regulatory Reports. (a) Since January 1The Bank has timely filed all reports, 2009 Seller has filed or furnished on a timely basis with the Commission all final registration registrations and statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents together with any amendments required to be filed made with respect thereto, that it was required to file since December 31, 2001 with (i) the FDIC, (ii) any state banking commission or furnished by it pursuant to the Securities Act of 1933any other state regulatory authority (each, as amended a “State Regulator”) and (iii) any other SRO (collectively, the “1933 ActRegulatory Agencies”), and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the Securities Exchange Act regular course of 1934the business of the Company and, except as amended (the “1934 Act”disclosed on Schedule 4.5(a), no Regulatory Agency has initiated any proceeding or, to the knowledge of the Company, any investigation into the business or operations of the rules and regulations promulgated Company since December 31, 2001. There is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Commission Company. (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller b) The Company has previously delivered or made available to Acquiror an accurate Buyer a true and correct and complete copy of each such Seller SEC Document. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such a) final registration statement, prospectus, annualreport, quarterly or current report schedule and definitive proxy statement filed since December 31, 2001 by the Company with the SEC pursuant to the Securities Act or other communicationthe Exchange Act (collectively, formthe “Company Reports”) and (b) communication mailed by the Company to its stockholders since December 31, 2000, and no such registration statement, prospectus, report, schedule, proxy statement (when filed and at their respective effective times, if applicable) or other document, as of its date, complied in all material respects with all applicable Laws communication (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amendedwhen mailed) and did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, except that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially The Company has timely filed all Company Reports and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Seller and Seller Sub, taken individually or as a whole, that is other documents required to be disclosed filed by it under the 1933 Securities Act or and the 1934 Act but has not been disclosed in such final registration statementExchange Act, prospectusand, annualas of their respective dates, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Seller’s Subsidiaries is required to file periodic reports all Company Reports complied with the Commission. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), since January 1, 2009, Seller published rules and Seller Sub have duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made regulations of the SEC with respect thereto, that they were . No executive officer of the Company has failed in any respect to make the certifications required to file with of him or her under Section 302 or 906 of the MCB, Sxxxxxxx-Xxxxx Act of 2002 and no enforcement action has been initiated against the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and Seller Sub conducted Company by the applicable bank regulatory authorities since January 1, 2007 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or any of the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller SEC or the Seller Sub believes has not been now corrected or changed as requiredFDIC relating to disclosures contained in any Company Reports.