Common use of Reports; Regulatory Matters Clause in Contracts

Reports; Regulatory Matters. (a) Each of the Companies and their Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 2006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth in Section 3.5 of the Company Disclosure Schedule, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 or has pending any proceeding, enforcement action or, to the knowledge of Seller, investigation into the business, disclosures or operations of any of the Companies or any of its Subsidiaries. Since January 1, 2006, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Seller, investigation into the business, disclosures or operations of any of the Companies or any of its Subsidiaries. There is no unresolved, or, to Seller’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies or any of its Subsidiaries. Since January 1, 2006, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business). (b) No Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries (each item in this sentence, a “Company Regulatory Agreement”), nor has any of the Companies or any of their Subsidiaries been advised since January 1, 2006 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement. (c) Seller has previously made available to Buyers an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with the SEC by Seller pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller SEC Report or communication, at the time filed or communicated (or, if amended prior to the date hereof, as of the date of such amendment), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading. To the knowledge of Seller, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documents.

Reports; Regulatory Matters. (a) Each of the Companies Parent and their Subsidiaries have each Parent Subsidiary has timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were it was required to file or furnish, as applicable, since January 1, 2006 2004 with (i) the Regulatory Agencies or any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Parent and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2004, or has pending any proceeding, enforcement action or, to the knowledge of SellerParent, investigation into the business, disclosures or operations of any of the Companies Parent or any of its Subsidiaries. Since January 1, 20062004, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerParent, investigation into the business, disclosures or operations of any of the Companies Parent or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Parent or any of its Subsidiaries. Since January 1, 20062004, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Parent or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business)Subsidiaries. (b) No Company Neither Parent nor any of its Subsidiaries Parent Subsidiary is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2004, a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from2004, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Parent Regulatory Agreement”), nor has any of the Companies Parent or any of their its Subsidiaries been advised since January 1, 2006 2004, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Parent Regulatory Agreement. (c) Seller Parent has previously made available to Buyers the Company an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Parent pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement (the “Parent SEC Reports”) and (ii) communication mailed by Seller Parent to its shareholders the holders of Parent Ordinary Shares, in each case since January 1, 2006 2004 and prior to the date of this Agreement. Parent will timely file with the SEC its Annual Report on Form 20-F for the year ended December 31, 2006 (the “2006 20-F”). No such Seller Parent SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to contained, nor will the Companies and their Subsidiaries only2006 20-F when filed contain, contained any untrue statement of a material fact or omitted to state state, nor will the 2006 20-F 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 in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Parent SEC Reports complied (and the knowledge of Seller2006 20-F, other than when filed, will comply) as set forth to form in Section 3.5 all material respects with the published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsXxxxxxxx-Xxxxx Act.

Reports; Regulatory Matters. (a) Each Except as set forth on Section 4.5 of the Companies Buyer Disclosure Schedule, Buyer and their each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2011 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2011 or has pending any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 20062011, except as disclosed in the Buyer SEC Reports, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. There Buyer and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 20062011, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Buyer or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Buyer’s ordinary course of businessbusiness or as disclosed in the Buyer SEC Reports). (b) No Company Except as disclosed in the Buyer SEC Reports, neither Buyer nor any of its Subsidiaries is subject to any cease-and-and desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2010 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2010 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Buyer Regulatory Agreement”), nor has any of the Companies Buyer or any of their its Subsidiaries been advised since January 1, 2006 2010 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Buyer Regulatory Agreement. (c) Seller Buyer has previously made available to Buyers Seller an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) since January 1, 2006 (under the “Seller SEC Reports”) Exchange Act and prior to before the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement“Buyer SEC Reports”). No such Seller Buyer SEC Report or communicationReport, at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Buyer SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure ScheduleSEC, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsthereto.

Reports; Regulatory Matters. (a) Each Except as set forth on Section 4.5 of the Companies Buyer Disclosure Schedule, Buyer and their each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2008 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062008, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2008 or has pending any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 20062008, except as disclosed in the Buyer SEC Reports, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. There Buyer and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 20062008, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Buyer or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Buyer’s ordinary course of businessbusiness or as disclosed in the Buyer SEC Reports). (b) No Company Except as disclosed in the Buyer SEC Reports, neither Buyer nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2008 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2008 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Buyer Regulatory Agreement”), nor has any of the Companies Buyer or any of their its Subsidiaries been advised since January 1, 2006 2008 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Buyer Regulatory Agreement. (c) Seller Buyer has previously made available to Buyers Target an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (or to the “FDIC by Buyer’s bank Subsidiary under the Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) Act and prior to before the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement“Buyer SEC Reports”). No such Seller Buyer SEC Report or communicationReport, at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To the knowledge As of Sellertheir respective dates, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller all Buyer SEC Reports is complied as to form in all material respects with the subject published rules and regulations of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments the FDIC, as applicable, with respect thereto. Buyer’s principal executive officer and principal financial officer have made the certifications required under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder to the extent such rules or regulations applied at the time of filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Buyer nor any of its officers has received notice from any Regulatory Agency questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such documentscertifications.

Reports; Regulatory Matters. (a) Each of the Companies and their Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 2006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth in Section 3.5 of the Company Disclosure Schedule, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 or has pending any proceeding, enforcement action or, to the knowledge of Seller, investigation into the business, disclosures or operations of any either of the Companies or any of its their Subsidiaries. Since January 1, 2006, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Seller, investigation into the business, disclosures or operations of any either of the Companies or any of its their Subsidiaries. There is no unresolved, or, to Seller’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any either of the Companies or any of its their Subsidiaries. Since January 1, 2006, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any either of the Companies or any of its their Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business). (b) No Neither Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries (each item in this sentence, a “Company Regulatory Agreement”), nor has any either of the Companies or any of their Subsidiaries been advised since January 1, 2006 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement. (c) Seller has The Companies have previously made available to Buyers an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with the SEC by Seller pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller SEC Report or communication, at the time filed or communicated (or, if amended prior to the date hereof, as of the date of such amendment), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading. To the knowledge of Seller, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documents.

Reports; Regulatory Matters. (a) Each SIC and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, registration statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnishsince December 31, as applicable, since January 1, 2006 2014 with (i) any state regulatory authority, the SEC and (ii) the SEC, (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1December 31, 20062014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency SRO or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness, no Regulatory Agency SRO or other Governmental Entity has initiated since January 1December 31, 2006 2014 or has pending any proceeding, enforcement action or, to the knowledge of SellerSIC, investigation into the business, disclosures or operations of any of the Companies SIC or any of its Subsidiaries. Since January 1December 31, 20062014, no Regulatory Agency SRO or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerSIC, investigation into the business, disclosures or operations of any of the Companies SIC or any of its Subsidiaries. There is no unresolved, or, to SellerSIC’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency SRO or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies SIC or any of its Subsidiaries. Since January 1December 31, 20062014, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency SRO or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies SIC or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency SRO or other Governmental Entity in the Companies’ SIC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014. (b) No Company Neither SIC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 2006 2014 a recipient of any supervisory letter from, or since January 1December 31, 2006 2014 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency SRO or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries)business, or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries business (each item in this sentence, a “Company SIC Regulatory Agreement”), nor has any of the Companies SIC or any of their its Subsidiaries been advised since January 1December 31, 2006 2014 by any Regulatory Agency SRO or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company SIC Regulatory Agreement. (c) Seller SIC has previously made available to Buyers an accurate and complete copy of filed on the SEC’s EXXXX system each (i) final registration statement, prospectus, report, schedule and definitive proxy statement (including all exhibits, amendments and supplements thereto) filed with or furnished to the SEC by Seller SIC or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934since December 31, as amended 2014 (the “Exchange Act”) since January 1, 2006 (the “Seller SIC SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller SIC to its shareholders stockholders since January 1December 31, 2006 and prior to the date of this Agreement2014. No such Seller SIC SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements, as proxy statements and prospectuses, on the dates of effectiveness, the dates of the date relevant meetings and dates of such amendmentuse, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in under which they were made, not misleading, except that information contained in any SIC SEC Report as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all SIC SEC Reports complied as to form in all material respects with the knowledge of SellerSecurities Act, the Exchange Act and the other than as set forth in Section 3.5 rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of SIC has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Sxxxxxxx-Xxxxx Act. As of the subject date of any ongoing review or investigation by the SEC or any other Governmental Entity and this Agreement, there are no outstanding or unresolved comments from the SEC comments with respect to any SIC SEC Report and, as of such documentsthe date of this Agreement, to the knowledge of SIC, no SIC SEC Report is subject to any ongoing review by the SEC.

Reports; Regulatory Matters. (a) Each Parent and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnishfurnished, as applicable, since January 1, 2006 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) Agencies and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 2006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or other Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Parent and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 or has pending any proceeding, enforcement action or, to the knowledge of SellerParent, investigation into the business, disclosures or operations of any of the Companies Parent or any of its Subsidiaries. Since January 1, 2006, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerParent, investigation into the business, disclosures or operations of any of the Companies Parent or any of its Subsidiaries. There is no unresolved, unresolved or, to SellerParent’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Parent or any of its Subsidiaries. Since January 1, 2006, 2006 there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Parent or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ Parent’s ordinary course of business). (b) No Company Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries (each item in this sentenceeach, a “Company Parent Regulatory Agreement”), nor has any of the Companies Parent or any of their its Subsidiaries been advised since January 1, 2006 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Parent Regulatory Agreement. (c) Seller Parent has previously made available to Buyers Company an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with the SEC by Seller Parent pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller Parent SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller Parent to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller Parent SEC Report or communication, at the time filed or communicated (or, if amended prior to the date hereof, as of the date of such amendment), with respect to the Companies and their Subsidiaries only, ) 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 made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. To the knowledge of SellerParent, other than as set forth in Section 3.5 4.5 of the Company Parent Disclosure Schedule, none of the Seller Parent SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documents.

Reports; Regulatory Matters. (a) Each Except as set forth on Section 3.5(a) of the Companies First Charter Disclosure Schedule, First Charter and their each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2004 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) any state insurance commission or other state regulatory authority, (ii) the SEC, (iiiiv) any foreign regulatory authority, (v) any SRO, and (ivvi) any self-regulatory authority, the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of First Charter and its Subsidiaries, or as disclosed in the First Charter SEC Reports, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2004 or has pending any proceeding, enforcement action or, to the knowledge of SellerFirst Charter, investigation into the business, disclosures or operations of any of the Companies First Charter or any of its Subsidiaries. Since Except as set forth on Section 3.5(a) of the First Charter Disclosure Schedule or as disclosed in the First Charter SEC Reports, since January 1, 20062004, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerFirst Charter, investigation into the business, disclosures or operations of any of the Companies First Charter or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, comment or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies First Charter or any of its Subsidiaries. Since January 1, 20062004, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies First Charter or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ First Charter’s ordinary course of businessbusiness or as disclosed in the First Charter SEC Reports). (b) No Company Except as set forth on Section 3.5(b) of the First Charter Disclosure Schedule or as disclosed in the First Charter SEC Reports, neither First Charter nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 2004 a recipient of any supervisory letter from, or since January 1, 2006 2004 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries (each item in this sentence, a “Company First Charter Regulatory Agreement”), nor has any of the Companies First Charter or any of their its Subsidiaries been advised since January 1, 2006 2004 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company First Charter Regulatory Agreement. Except as set forth on Section 3.5(b) of the First Charter Disclosure Schedules, to the knowledge of First Charter, there has not been any event or occurrence since January 1, 2004 that would result in a determination that First Charter Bank is not “well capitalized” and “well managed” as a matter of U.S. federal banking law. (c) Seller First Charter has previously made available to Buyers Fifth Third an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller First Charter since January 1, 2004 pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1), 2006 (the “Seller SEC Reports”) and prior to before the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement“First Charter SEC Reports”). No such Seller First Charter SEC Report or communicationReport, at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all First Charter SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of First Charter has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Sxxxxxxx-Xxxxx Act of 2002 (the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documents“Sxxxxxxx-Xxxxx Act”).

Reports; Regulatory Matters. (a) Each Target and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2012 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) the VBFI, (iv) any state insurance commission or other state regulatory authority, (ii) the SEC, (iiiv) any foreign regulatory authority, (vi) any SRO and (ivvii) any self-regulatory authority, the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Target and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2012 or has pending any proceeding, enforcement action or, to the knowledge of SellerTarget, investigation into the business, disclosures or operations of any of the Companies Target or any of its Subsidiaries. Since Except as set forth on Section 3.5(a) of the Target Disclosure Schedule, since January 1, 20062012, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerTarget, investigation into the business, disclosures or operations of any of the Companies Target or any of its Subsidiaries. There Target and its Subsidiaries have complied in all material respects with, and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, comment or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of any of the Companies Target or any of its Subsidiaries. Since January 1, 2006, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business). (b) No Company Except as set forth on Section 3.5(b) of the Target Disclosure Schedule, neither Target nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 2012 a recipient of any supervisory letter from, or since January 1, 2006 2012 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries subsidiaries (each item in this sentence, a “Company Target Regulatory Agreement”), nor has any of the Companies Target or any of their its Subsidiaries been advised since January 1, 2006 2012 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Target Regulatory Agreement. To the knowledge of Target, there has not been any event or occurrence since January 1, 2012 that would result in a determination that Target Bank is not “well capitalized” as a matter of U.S. federal banking law. (c) Seller has previously made available to Buyers an accurate and complete copy of each (i) Each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Target since January 1, 2012, pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1), 2006 (the “Seller SEC Reports”) and prior to before the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller “Target SEC Report or communicationReports”), at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, contained did not contain 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Target SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. Target’s principal executive officer and principal financial officer have made the certifications required under Section 302 and 906 of the Seller SEC Reports is Xxxxxxxx-Xxxxx Act of 2002 (the subject “Xxxxxxxx-Xxxxx Act”) and the rules and regulations of any ongoing review the Exchange Act thereunder to the extent such rules or investigation by regulations applied at the SEC time of filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Exchange Act. Such certifications contain no qualifications or any other Governmental Entity exceptions to the matters certified therein and there are no unresolved SEC comments with respect to have not been modified or withdrawn; and neither Target nor any of its officers has received notice from any Regulatory Agency questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such documentscertifications.

Reports; Regulatory Matters. (a) Each Parent and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrationsregistration statements, proxy statements and certificationsother materials, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 2006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or other Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Parent and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 or has pending any proceeding, enforcement action or, to the knowledge of SellerParent, investigation into the business, disclosures or operations of any of the Companies Parent or any of its Subsidiaries. Since January 1, 2006, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerParent, investigation into the business, disclosures or operations of any of the Companies Parent or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, comment or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Parent or any of its Subsidiaries. Since January 1, 2006, 2006 there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Parent or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Parent’s ordinary course of business). (b) No Company Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or formal or informal enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Parent Regulatory Agreement”), nor has any of the Companies Parent or any of their its Subsidiaries been advised since January 1, 2006 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Parent Regulatory Agreement. (c) Seller Parent has previously made available to Buyers Company an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Parent pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller Parent SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller Parent to its shareholders stockholders since January 1, 2006 and prior to the date of this Agreement. No such Seller Parent SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Parent SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsXxxxxxxx-Xxxxx Act.

Reports; Regulatory Matters. (a) Each SIC and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, registration statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnishsince December 31, as applicable, since January 1, 2006 2014 with (i) any state regulatory authority, the SEC and (ii) the SEC, (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1December 31, 20062014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency SRO or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness, no Regulatory Agency SRO or other Governmental Entity has initiated since January 1December 31, 2006 2014 or has pending any proceeding, enforcement action or, to the knowledge of SellerSIC, investigation into the business, disclosures or operations of any of the Companies SIC or any of its Subsidiaries. Since January 1December 31, 20062014, no Regulatory Agency SRO or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerSIC, investigation into the business, disclosures or operations of any of the Companies SIC or any of its Subsidiaries. There is no unresolved, or, to SellerSIC’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency SRO or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies SIC or any of its Subsidiaries. Since January 1December 31, 20062014, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency SRO or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies SIC or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency SRO or other Governmental Entity in the Companies’ SIC’s ordinary course of business). SIC has made available to MDLY all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014. (b) No Company Neither SIC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 2006 2014 a recipient of any supervisory letter from, or since January 1December 31, 2006 2014 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency SRO or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries)business, or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries business (each item in this sentence, a “Company SIC Regulatory Agreement”), nor has any of the Companies SIC or any of their its Subsidiaries been advised since January 1December 31, 2006 2014 by any Regulatory Agency SRO or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company SIC Regulatory Agreement. (c) Seller SIC has previously made available to Buyers an accurate and complete copy of filed on the SEC’s EXXXX system each (i) final registration statement, prospectus, report, schedule and definitive proxy statement (including all exhibits, amendments and supplements thereto) filed with or furnished to the SEC by Seller SIC or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934since December 31, as amended 2014 (the “Exchange Act”) since January 1, 2006 (the “Seller SIC SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller SIC to its shareholders stockholders since January 1December 31, 2006 and prior to the date of this Agreement2014. No such Seller SIC SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements, as proxy statements and prospectuses, on the dates of effectiveness, the dates of the date relevant meetings and dates of such amendmentuse, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in under which they were made, not misleading, except that information contained in any SIC SEC Report as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all SIC SEC Reports complied as to form in all material respects with the knowledge of SellerSecurities Act, the Exchange Act and the other than as set forth in Section 3.5 rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of SIC has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Sxxxxxxx-Xxxxx Act. As of the subject date of any ongoing review or investigation by the SEC or any other Governmental Entity and this Agreement, there are no outstanding or unresolved comments from the SEC comments with respect to any SIC SEC Report and, as of such documentsthe date of this Agreement, to the knowledge of SIC, no SIC SEC Report is subject to any ongoing review by the SEC.

Reports; Regulatory Matters. (a) Each SIC and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, registration statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnishsince December 31, as applicable, since January 1, 2006 2014 with (i) any state regulatory authority, the SEC and (ii) the SEC, (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1December 31, 20062014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency SRO or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness, no Regulatory Agency SRO or other Governmental Entity has initiated since January 1December 31, 2006 2014 or has pending any proceeding, enforcement action or, to the knowledge of SellerSIC, investigation into the business, disclosures or operations of any of the Companies SIC or any of its Subsidiaries. Since January 1December 31, 20062014, no Regulatory Agency SRO or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerSIC, investigation into the business, disclosures or operations of any of the Companies SIC or any of its Subsidiaries. There is no unresolved, or, to SellerSIC’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency SRO or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies SIC or any of its Subsidiaries. Since January 1December 31, 20062014, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency SRO or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies SIC or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency SRO or other Governmental Entity in the Companies’ SIC’s ordinary course of business). SIC has made available to MDLY all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014. (b) No Company Neither SIC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 2006 2014 a recipient of any supervisory letter from, or since January 1December 31, 2006 2014 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency SRO or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries)business, or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries business (each item in this sentence, a “Company SIC Regulatory Agreement”), nor has any of the Companies SIC or any of their its Subsidiaries been advised since January 1December 31, 2006 2014 by any Regulatory Agency SRO or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company SIC Regulatory Agreement. (c) Seller SIC has previously made available to Buyers an accurate and complete copy of filed on the SEC’s XXXXX system each (i) final registration statement, prospectus, report, schedule and definitive proxy statement (including all exhibits, amendments and supplements thereto) filed with or furnished to the SEC by Seller SIC or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934since December 31, as amended 2014 (the “Exchange Act”) since January 1, 2006 (the “Seller SIC SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller SIC to its shareholders stockholders since January 1December 31, 2006 and prior to the date of this Agreement2014. No such Seller SIC SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements, as proxy statements and prospectuses, on the dates of effectiveness, the dates of the date relevant meetings and dates of such amendmentuse, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in under which they were made, not misleading, except that information contained in any SIC SEC Report as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all SIC SEC Reports complied as to form in all material respects with the knowledge of SellerSecurities Act, the Exchange Act and the other than as set forth in Section 3.5 rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of SIC has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Xxxxxxxx-Xxxxx Act. As of the subject date of any ongoing review or investigation by the SEC or any other Governmental Entity and this Agreement, there are no outstanding or unresolved comments from the SEC comments with respect to any SIC SEC Report and, as of such documentsthe date of this Agreement, to the knowledge of SIC, no SIC SEC Report is subject to any ongoing review by the SEC.

Reports; Regulatory Matters. (a) Each Company and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 with (i) any state regulatory authorityFINRA, (ii) the SEC, (iii) any foreign regulatory authoritythe Office of Thrift Supervision (the “OTS”), and (iv) the FDIC, (v) the NYSE, (vi) any selfstate consumer finance, mortgage banking or insurance regulatory authority or agency, (vii) any non-U.S. regulatory authority, authority and (viii) any SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 2006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign non-U.S. entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or other Governmental Entity in Section 3.5 the ordinary course of the business of Company Disclosure Scheduleand its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 or has pending any proceeding, enforcement action or, to the knowledge of SellerCompany, investigation into the business, disclosures or operations of any of the Companies Company or any of its Subsidiaries. Since January 1, 2006, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerCompany, investigation into the business, disclosures or operations of any of the Companies Company or any of its Subsidiaries. There is no unresolved, or, to SellerCompany’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Company or any of its Subsidiaries. Since January 1, 2006, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Company or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Company’s ordinary course of business). (b) No Neither Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or formal or informal enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to SellerCompany’s knowledge that, upon consummation of the transactions contemplated herebyMerger, would restrict in any material respect the conduct of the business of either Buyer Parent or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries (each item in this sentence, a “Company Regulatory Agreement”), nor has any of the Companies Company or any of their its Subsidiaries been advised since January 1, 2006 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement. The Company and each of its subsidiaries are currently in compliance with all applicable laws and regulations relating to capital adequacy and, to the knowledge of Company, there has not been any event or occurrence since January 1, 2006 that would result in a determination that Xxxxxxx Xxxxx Bank & Trust Co., FSB or Xxxxxxx Xxxxx Bank USA is not “well capitalized” as a matter of applicable banking law. (c) Seller Company has previously made available to Buyers Parent an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Company or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller Company SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller Company to its shareholders stockholders since January 1, 2006 and prior to the date of this Agreement. No such Seller Company SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Company SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the SEC with respect thereto. Each current Subsidiary of Company Disclosure Schedulethat has filed since January 1, none 2006 a Form S-3 registration statement with the SEC meets the requirements for the use of Form S-3, and no event has occurred that would reasonably be expected to result in Form S-3 eligibility requirements no longer being satisfied by any such Subsidiary. No executive officer of Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Xxxxxxxx-Xxxxx Act of 2002 (the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documents“Xxxxxxxx-Xxxxx Act”).

Reports; Regulatory Matters. Except as disclosed in Section 4.5 of the First Charter Disclosure Schedule: (a) Each First Charter and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2003 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062003, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of First Charter and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2003 or has pending any proceeding, enforcement action or, to the knowledge of SellerFirst Charter, investigation into the business, disclosures or operations of any of the Companies First Charter or any of its Subsidiaries. Since January 1, 20062003, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerFirst Charter, investigation into the business, disclosures or operations of any of the Companies First Charter or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies First Charter or any of its Subsidiaries. Since January 1, 20062003, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies First Charter or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ First Charter’s ordinary course of business). (b) No Company Except as described in First Charter SEC Reports, neither First Charter nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2003 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2003 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company First Charter Regulatory Agreement”), nor has any of the Companies First Charter or any of their its Subsidiaries been advised since January 1, 2006 2003 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company First Charter Regulatory Agreement. (c) Seller First Charter has previously made available to Buyers GBC an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller First Charter pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement (the “First Charter SEC Reports”) and (ii) communication mailed by Seller First Charter to its shareholders since January 1, 2006 2003 and prior to the date of this Agreement. No such Seller First Charter SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all First Charter SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of First Charter has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsSxxxxxxx-Xxxxx Act.

Reports; Regulatory Matters. (a) Each GBC and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2003 with (i) any state regulatory authoritythe Federal Reserve Board, (ii) the SECFDIC, (iii) any foreign regulatory authoritythe GDBF, and (iv) any self-state insurance commission or other state regulatory authority, authority and (v) the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062003, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of GBC and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2003 or has pending any proceeding, enforcement action or, to the knowledge of SellerGBC, investigation into the business, disclosures or operations of any of the Companies GBC or any of its Subsidiaries. Since January 1, 20062003, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerGBC, investigation into the business, disclosures or operations of any of the Companies GBC or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, comment or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies GBC or any of its Subsidiaries. Since January 1, 20062003, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies GBC or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ GBC’s ordinary course of business). (b) No Company Neither GBC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 2003 a recipient of any supervisory letter from, or since January 1, 2006 2003 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its businessbusiness (or, as applicable, its operations as a financial subsidiary of a national bank under the Gxxxx-Xxxxx-Xxxxxx Act of 1999), other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentence, a “Company GBC Regulatory Agreement”), nor has any of the Companies GBC or any of their its Subsidiaries been advised since January 1, 2006 2003 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company GBC Regulatory Agreement. To the knowledge of GBC there has not been any event or occurrence since January 1, 2003 that would result in a determination that Gwinnett Bank is not “well capitalized” and “well managed” as a matter of U.S. federal banking law. (c) Seller GBC has previously made available to Buyers First Charter an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller GBC since January 1, 2003 pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1), 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement (the “GBC SEC Reports”) and (ii) communication mailed by Seller GBC to its shareholders since January 1, 2006 2003 and prior to the date of this Agreement. No such Seller GBC SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all GBC SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of GBC has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Sxxxxxxx-Xxxxx Act of 2002 (the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documents“Sxxxxxxx-Xxxxx Act”).

Reports; Regulatory Matters. (a) Each SIC and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, registration statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnishsince December 31, as applicable, since January 1, 2006 2014 with (i) any state regulatory authority, the SEC and (ii) the SEC, (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) SROs and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1December 31, 20062014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency SRO or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations of SIC and its Subsidiaries conducted by a SRO or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness, no Regulatory Agency SRO or other Governmental Entity has initiated since January 1December 31, 2006 2014 or has pending any proceeding, enforcement action or, to the knowledge of SellerSIC, investigation into the business, disclosures or operations of any of the Companies SIC or any of its Subsidiaries. Since January 1December 31, 20062014, no Regulatory Agency SRO or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerSIC, investigation into the business, disclosures or operations of any of the Companies SIC or any of its Subsidiaries. There is no unresolved, or, to SellerSIC’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency SRO or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies SIC or any of its Subsidiaries. Since January 1December 31, 20062014, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency SRO or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies SIC or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency SRO or other Governmental Entity in the Companies’ SIC’s ordinary course of business). SIC has made available to MCC all correspondence between SIC or any of its Subsidiaries and the SEC and any other SRO or Governmental Entity since December 31, 2014. (b) No Company Neither SIC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 2006 2014 a recipient of any supervisory letter from, or since January 1December 31, 2006 2014 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency SRO or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries)business, or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries business (each item in this sentence, a “Company SIC Regulatory Agreement”), nor has any of the Companies SIC or any of their its Subsidiaries been advised since January 1December 31, 2006 2014 by any Regulatory Agency SRO or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company SIC Regulatory Agreement. (c) Seller SIC has previously made available to Buyers an accurate and complete copy of filed on the SEC’s XXXXX system each (i) final registration statement, prospectus, report, schedule and definitive proxy statement (including all exhibits, amendments and supplements thereto) filed with or furnished to the SEC by Seller SIC or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934since December 31, as amended 2014 (the “Exchange Act”) since January 1, 2006 (the “Seller SIC SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller SIC to its shareholders stockholders since January 1December 31, 2006 and prior to the date of this Agreement2014. No such Seller SIC SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements, as proxy statements and prospectuses, on the dates of effectiveness, the dates of the date relevant meetings and dates of such amendmentuse, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in under which they were made, not misleading, except that information contained in any SIC SEC Report as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all SIC SEC Reports complied as to form in all material respects with the knowledge of SellerSecurities Act, the Exchange Act and the other than as set forth in Section 3.5 rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of SIC has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Xxxxxxxx-Xxxxx Act. As of the subject date of any ongoing review or investigation by the SEC or any other Governmental Entity and this Agreement, there are no outstanding or unresolved comments from the SEC comments with respect to any SIC SEC Report and, as of such documentsthe date of this Agreement, to the knowledge of SIC, no SIC SEC Report is subject to any ongoing review by the SEC.

Reports; Regulatory Matters. (a) Each Fifth Third and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2004 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Fifth Third and its Subsidiaries, or as disclosed in the Fifth Third SEC Reports, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2004 or has pending any proceeding, enforcement action or, to the knowledge of SellerFifth Third, investigation into the business, disclosures or operations of any of the Companies Fifth Third or any of its Subsidiaries. Since January 1, 20062004, except as disclosed in the Fifth Third SEC Reports, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerFifth Third, investigation into the business, disclosures or operations of any of the Companies Fifth Third or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Fifth Third or any of its Subsidiaries. Since January 1, 20062004, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Fifth Third or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Fifth Third’s ordinary course of businessbusiness or as disclosed in the Fifth Third SEC Reports). (b) No Company Except as disclosed in the Fifth Third SEC Reports, neither Fifth Third nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2004 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2004 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Fifth Third Regulatory Agreement”), nor has any of the Companies Fifth Third or any of their its Subsidiaries been advised since January 1, 2006 2004 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Fifth Third Regulatory Agreement. (c) Seller Fifth Third has previously made available to Buyers First Charter an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Fifth Third pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to before the date of this Agreement (the “Fifth Third SEC Reports”) and (ii) communication mailed by Seller Fifth Third to its shareholders since January 1, 2006 2004 and prior to before the date of this Agreement. No such Seller Fifth Third SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Fifth Third SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of Fifth Third has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsSxxxxxxx-Xxxxx Act.

Reports; Regulatory Matters. (a) Each MDLY and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, registration statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnishsince December 31, as applicable, since January 1, 2006 2014 with (i) any state regulatory authoritythe SEC, (ii) the SECNYSE, and (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable SRO or Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1December 31, 20062014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency SRO or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations of MDLY and its Subsidiaries conducted by a SRO or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness, no Regulatory Agency SRO or other Governmental Entity has initiated since January 1December 31, 2006 2014 or has pending any proceeding, enforcement action or, to the knowledge of SellerMDLY, investigation into the business, disclosures or operations of any of the Companies MDLY or any of its Subsidiaries. Since January 1December 31, 20062014, no Regulatory Agency SRO or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerMDLY, investigation into the business, disclosures or operations of any of the Companies MDLY or any of its Subsidiaries. There is no unresolved, or, to SellerMDLY’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency SRO or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies MDLY or any of its Subsidiaries. Since January 1December 31, 20062014, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency SRO or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies MDLY or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency SRO or other Governmental Entity in the Companies’ MDLY’s ordinary course of business). MDLY has made available to SIC all correspondence between MDLY or any of its Subsidiaries and the SEC, the NYSE and any other SRO or Governmental Entity since December 31, 2014. (b) No Company Neither MDLY nor any of its Subsidiaries is subject to any cease-and-and- desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 2006 2014 a recipient of any supervisory letter from, or since January 1December 31, 2006 2014 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency SRO or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to SellerMDLY’s knowledge that, upon consummation of the transactions contemplated herebyMerger, would restrict in any material respect the conduct of the business of either Buyer SIC or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries business (each item in this sentence, a “Company MDLY Regulatory Agreement”), nor has any of the Companies MDLY or any of their its Subsidiaries been advised since January 1December 31, 2006 2014 by any Regulatory Agency SRO or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company MDLY Regulatory Agreement. (c) Seller MDLY has previously made available to Buyers an accurate and complete copy of filed on the SEC’s XXXXX system each (i) final registration statement, prospectus, report, schedule and definitive proxy statement (including all exhibits, amendments and supplements thereto) required to be filed with or furnished to the SEC by Seller MDLY or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934since December 31, as amended 2014 (the “Exchange Act”) since January 1, 2006 (the “Seller MDLY SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller MDLY to its shareholders stockholders since January 1December 31, 2006 and prior to the date of this Agreement2014. No such Seller MDLY SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements, as proxy statements and prospectuses, on the dates of effectiveness, the dates of the date relevant meetings and the dates of such amendmentuse, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in under which they were made, not misleading, except that information contained in a MDLY SEC Report as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all MDLY SEC Reports complied as to form in all material respects with the knowledge of SellerSecurities Act, the Exchange Act and the other than as set forth in Section 3.5 rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of MDLY has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Xxxxxxxx-Xxxxx Act. As of the subject date of any ongoing review or investigation by the SEC or any other Governmental Entity and this Agreement, there are no outstanding or unresolved comments from the SEC comments with respect to any MDLY SEC Report and, as of such documentsthe date of this Agreement, to the knowledge of MDLY, no MDLY SEC Report is subject to any ongoing review by the SEC.

Reports; Regulatory Matters. (a) Each of the Companies and their Subsidiaries have VCIF has timely filed or furnished, as applicable, furnished true and complete copies of all reports, registrations, registration statements and certifications, together with any amendments or supplements required to be made with respect thereto, that they were VCIF was required to file or furnishfurnish since December 31, as applicable, since January 1, 2006 2020 with (i) any state regulatory authority, (ii) the SEC, (ii) NYSE and (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable SRO or other Governmental Entity, and all other reports and statements required by applicable Law to be filed or furnished by them VCIF since January 1December 31, 2006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity2020, and have has paid all fees and assessments due and payable in connection therewith. Except as set forth in Section 3.5 for routine examinations of the Company Disclosure Schedule, no Regulatory Agency VCIF conducted by an SRO or other Governmental Entity has in the ordinary course of business, no SRO or other Governmental Entity has, since December 31, 2020, initiated since January 1, 2006 or has pending any proceeding, enforcement action actual or, to the knowledge of SellerVCIF, investigation into threatened Claim regarding the business, disclosures or operations of any of the Companies or any of its SubsidiariesVCIF. Since January 1December 31, 20062020, no Regulatory Agency SRO or other Governmental Entity has resolved any proceeding, enforcement action actual or, to the knowledge of SellerVCIF, investigation into threatened Claim regarding the business, disclosures or operations of any of the Companies or any of its SubsidiariesVCIF. There is no unresolved, or, to SellerVCIF’s knowledge, threatened criticism, comment, exception comment or stop order by any Regulatory Agency SRO or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies or any of its Subsidiaries. Since January 1, 2006, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business)VCIF. (b) No Company nor any of its Subsidiaries VCIF is not subject to any cease-and-desist or other order or enforcement action issued by, or and is not a party to any written agreement, consent agreement or memorandum of understanding with, or and is not a party to any commitment letter or similar undertaking to, or and is not subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency SRO or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries)business, or that in any material manner respect relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries business (each item in this sentence, a “Company VCIF Regulatory Agreement”), nor has any of the Companies or any of their Subsidiaries VCIF been advised since January 1December 31, 2006 2020 by any Regulatory Agency SRO or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company VCIF Regulatory Agreement. (c) Seller VCIF has previously made available to Buyers an accurate timely filed or furnished on the SEC’s XXXXX system true and complete copy copies of each (i) final registration statement, prospectus, report, schedule and definitive schedule, proxy statement and other document or report required to be filed with or furnished to the SEC by Seller VCIF pursuant to the Securities Act or the Securities Exchange Act of 1934applicable Law since December 31, as amended 2020 (collectively, the “Exchange Act”) since January 1, 2006 (the “Seller VCIF SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller VCIF to its shareholders VCIF Shareholders since January 1December 31, 2006 and prior to the date of this Agreement2020. No such Seller VCIF SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in under which they were made, not misleading. To As of their respective dates, all VCIF SEC Reports complied as to form in all material respects with applicable Law. No executive officer of VCIF has failed in any respect to make the knowledge certifications required of Seller, other than as set forth in him or her under Section 3.5 302 or 906 of the Company Disclosure Schedule, none Xxxxxxxx-Xxxxx Act. As of the Seller SEC Reports is the subject date of any ongoing review or investigation by the SEC or any other Governmental Entity and this Agreement, there are no outstanding or unresolved comments from the SEC comments with respect to any VCIF SEC Report and, as of such documentsthe date of this Agreement, no VCIF SEC Report is subject to any ongoing review by the SEC. (d) VCIF is eligible to file a shelf registration statement pursuant to General Instruction A.2 of Form N-2.

Reports; Regulatory Matters. (a) Each Bank of the Companies America and their each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2002 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062002, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Bank of America and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2002 or has pending any proceeding, enforcement action or, to the knowledge of SellerBank of America, investigation into the business, disclosures or operations of any Bank of the Companies America or any of its Subsidiaries. Since January 1, 20062002, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerBank of America, investigation into the business, disclosures or operations of any Bank of the Companies America or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any Bank of the Companies America or any of its Subsidiaries. Since January 1, 2006, 2002 there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any Bank of the Companies America or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Bank of America’s ordinary course of business). (b) No Company Neither Bank of America nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2002 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2002 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Bank of America Regulatory Agreement”), nor has any Bank of the Companies America or any of their its Subsidiaries been advised since January 1, 2006 2002 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Bank of America Regulatory Agreement. (c) Seller Bank of America has previously made available to Buyers MBNA an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Bank of America pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement (the “Bank of America SEC Reports”) and (ii) communication mailed by Seller Bank of America to its shareholders stockholders since January 1, 2006 2002 and prior to the date of this Agreement. No such Seller Bank of America SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Bank of America SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of Bank of America has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsSxxxxxxx-Xxxxx Act.

Reports; Regulatory Matters. (a) Each MDLY and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, registration statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnishsince December 31, as applicable, since January 1, 2006 2014 with (i) any state regulatory authoritythe SEC, (ii) the SECNYSE, and (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable SRO or Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1December 31, 20062014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency SRO or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations of MDLY and its Subsidiaries conducted by a SRO or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness, no Regulatory Agency SRO or other Governmental Entity has initiated since January 1December 31, 2006 2014 or has pending any proceeding, enforcement action or, to the knowledge of SellerMDLY, investigation into the business, disclosures or operations of any of the Companies MDLY or any of its Subsidiaries. Since January 1December 31, 20062014, no Regulatory Agency SRO or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerMDLY, investigation into the business, disclosures or operations of any of the Companies MDLY or any of its Subsidiaries. There is no unresolved, or, to SellerMDLY’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency SRO or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies MDLY or any of its Subsidiaries. Since January 1December 31, 20062014, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency SRO or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies MDLY or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency SRO or other Governmental Entity in the Companies’ MDLY’s ordinary course of business). MDLY has made available to SIC all correspondence between MDLY or any of its Subsidiaries and the SEC, the NYSE and any other SRO or Governmental Entity since December 31, 2014. (b) No Company Neither MDLY nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 2006 2014 a recipient of any supervisory letter from, or since January 1December 31, 2006 2014 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency SRO or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to SellerMDLY’s knowledge that, upon consummation of the transactions contemplated herebyMerger, would restrict in any material respect the conduct of the business of either Buyer SIC or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries business (each item in this sentence, a “Company MDLY Regulatory Agreement”), nor has any of the Companies MDLY or any of their its Subsidiaries been advised since January 1December 31, 2006 2014 by any Regulatory Agency SRO or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company MDLY Regulatory Agreement. (c) Seller MDLY has previously made available to Buyers an accurate and complete copy of filed on the SEC’s EXXXX system each (i) final registration statement, prospectus, report, schedule and definitive proxy statement (including all exhibits, amendments and supplements thereto) required to be filed with or furnished to the SEC by Seller MDLY or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934since December 31, as amended 2014 (the “Exchange Act”) since January 1, 2006 (the “Seller MDLY SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller MDLY to its shareholders stockholders since January 1December 31, 2006 and prior to the date of this Agreement2014. No such Seller MDLY SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements, as proxy statements and prospectuses, on the dates of effectiveness, the dates of the date relevant meetings and the dates of such amendmentuse, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in under which they were made, not misleading, except that information contained in an MDLY SEC Report as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all MDLY SEC Reports complied as to form in all material respects with the knowledge of SellerSecurities Act, the Exchange Act and the other than as set forth in Section 3.5 rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of MDLY has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Sxxxxxxx-Xxxxx Act. As of the subject date of any ongoing review or investigation by the SEC or any other Governmental Entity and this Agreement, there are no outstanding or unresolved comments from the SEC comments with respect to any MDLY SEC Report and, as of such documentsthe date of this Agreement, to the knowledge of MDLY, no MDLY SEC Report is subject to any ongoing review by the SEC.

Reports; Regulatory Matters. (a) Each Parent and each of the Companies and their Subsidiaries its Consolidated Subsidiaries, in all material respects, have timely filed or furnished, as applicable, all reports, schedules, registrations, statements statements, certifications and certificationsother 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, 2006 2008 with (i) any state regulatory authority, (ii) the SEC, (iii) NASDAQ and any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 2006, including any report or statement required to be filed 2008 pursuant to the laws, rules or regulations Laws of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth in Section 3.5 To the knowledge of the Company Disclosure ScheduleParent, since January 1, 2008, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 or has pending any proceeding, enforcement action or, to the knowledge of Seller, Proceeding or investigation into the business, disclosures or operations of any of the Companies Parent or any of its Consolidated Subsidiaries. Since To the knowledge of Parent, since January 1, 20062008, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Seller, Proceeding or investigation into the business, disclosures or operations of any of the Companies Parent or any of its Consolidated Subsidiaries. There To the knowledge of Parent, there is no unresolved, or, to Seller’s knowledge, unresolved or threatened criticism, comment, exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report filing by Parent or statement any of its Consolidated Subsidiaries relating to any examinations or inspections of any of the Companies Parent or any of its Consolidated Subsidiaries. Since To the knowledge of the Parent, since January 1, 20062008, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Parent or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business)Consolidated Subsidiaries. (b) An accurate and complete copy of each (i) prospectus, final registration statement, report, schedule and definitive proxy statement filed with or furnished to the SEC by Parent or any of its Consolidated Subsidiaries pursuant to the Investment Company Act, the Securities Act or the Exchange Act since January 1, 2008 (the “Parent SEC Reports”) and (ii) communication mailed by Parent to its stockholders since January 1, 2008 is publicly available. No Company such Parent SEC Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness 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 made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. (c) Neither Parent nor any of its Consolidated Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreementContract, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive Order by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2008 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to SellerParent’s knowledge that, upon consummation of the transactions contemplated herebyMergers, would restrict in any material respect the conduct of the business of either Buyer Parent or any of its Consolidated Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies BDCs or their Subsidiaries (each item in this sentence, a “Company Regulatory Agreement”)Consolidated Subsidiaries, nor has any of the Companies Parent or any of their its Consolidated Subsidiaries been advised in writing or, to the knowledge of Parent, verbally, since January 1, 2006 2008 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement. (c) Seller has previously made available to Buyers an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with the SEC by Seller pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller SEC Report or communication, at the time filed or communicated (or, if amended prior to the date hereof, as of the date of such amendment), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading. To the knowledge of Seller, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsforegoing.

Reports; Regulatory Matters. (a) Each Except as set forth on Section 5.5(a) of the Companies and their Subsidiaries have Piedmont Disclosure Schedule, Piedmont has timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2012 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Piedmont, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2012 or has pending any proceeding, enforcement action or, to the knowledge of SellerPiedmont, investigation into the business, disclosures or operations of any of the Companies or any of its SubsidiariesPiedmont. Since January 1, 20062012, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerPiedmont, investigation into the business, disclosures or operations of any of the Companies or any of its SubsidiariesPiedmont. There Piedmont has fully complied with, and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of any of the Companies or any of its SubsidiariesPiedmont. Since January 1, 20062012, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies or any of its Subsidiaries Piedmont (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Piedmont’s ordinary course of business). (b) No Company nor any of its Subsidiaries Piedmont is not subject to any cease-and-cease and desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking toconsent agreement, or is subject to any order or directive by, or has been since January 1, 2012 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2012 has adopted any policies, policies or procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Piedmont Regulatory Agreement”), nor has any of the Companies or any of their Subsidiaries Piedmont been advised since January 1, 2006 2012 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Piedmont Regulatory Agreement. (c) Seller has previously made available to Buyers an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with the SEC by Seller pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller SEC Report or communication, at the time filed or communicated (or, if amended prior to the date hereof, as of the date of such amendment), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading. To the knowledge of Seller, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documents.

Reports; Regulatory Matters. (a) Each of the Companies The Company and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrationsforms, statements correspondence, registrations and certificationsstatements, together with any amendments required to be made with respect theretothereto (“Reports”), that they were required to file or furnish, as applicable, since January 1, 2006 with (i) any state domestic securities, broker-dealer, investment adviser, and insurance agency self-regulatory authorityorganization, (ii) the SECFederal Reserve Board, (iii) any foreign regulatory authoritythe OTS, and (iv) the FDIC and (v) any self-other federal or state governmental or regulatory authorityagency or authority with supervisory responsibility over the operations of the Company and its Subsidiaries (the agencies and authorities identified in clauses (i) through (v), (inclusive, are, collectively, the “Regulatory Agencies”) and with each other applicable Governmental Entity), and all other reports and statements required to be filed or furnished by them since January 1, 2006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to the jurisdiction of a non-U.S. Governmental Authority. Any such Report and any statement regarding the Company or any of its Subsidiaries made in any Report filed with or otherwise submitted to any Regulatory Agency complied in all material respects with relevant legal requirements, including as to content. Except as set forth for normal examinations conducted by a Regulatory Agency in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of the Companies and its Subsidiaries, there are no Regulatory Agency or other Governmental Entity has initiated since January 1material pending proceedings before, 2006 or has pending any proceeding, enforcement action or, to the knowledge Knowledge of Sellerthe Company, investigation material investigations by, any Regulatory Agency into the business, disclosures business or operations of any of the Companies Company or any of its Subsidiaries. Since January 1, 2006, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, Except as have been previously disclosed to the knowledge of SellerCompany Board, investigation into the businessthere are no unresolved violations, disclosures criticisms, or operations of any of the Companies or any of its Subsidiaries. There is no unresolved, or, to Seller’s knowledge, threatened criticism, comment, exception or stop order exceptions by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Company or any of its Subsidiaries. Since January 1, 2006except for any such violations, there have been no formal criticisms or informal inquiries byexceptions are not, individually or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business)aggregate, material. (b) No Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries (each item in this sentence, a “Company Regulatory Agreement”), nor has any of the Companies or any of their Subsidiaries been advised since January 1, 2006 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement. (c) Seller has previously made available to Buyers an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with the SEC by Seller pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller SEC Report or communication, at the time filed or communicated (or, if amended prior to the date hereof, as of the date of such amendment), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading. To the knowledge of Seller, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documents.

Reports; Regulatory Matters. (a) Each Except as set forth on Section 4.5 of the Companies Vantage Disclosure Schedule, Vantage and their each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2012 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Vantage and its Subsidiaries, or as disclosed in the Vantage SEC Reports, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2012 or has pending any proceeding, enforcement action or, to the knowledge of SellerVantage, investigation into the business, disclosures or operations of any of the Companies Vantage or any of its Subsidiaries. Since January 1, 20062012, except as disclosed in the Vantage SEC Reports, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerVantage, investigation into the business, disclosures or operations of any of the Companies Vantage or any of its Subsidiaries. There Vantage and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of any of the Companies Vantage or any of its Subsidiaries. Since January 1, 20062012, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Vantage or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Vantage’s ordinary course of businessbusiness or as disclosed in the Vantage SEC Reports). (b) No Company Except as disclosed in the Vantage SEC Reports, neither Vantage nor any of its Subsidiaries is subject to any cease-and-and desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2012 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2012 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Vantage Regulatory Agreement”), nor has any of the Companies Vantage or any of their its Subsidiaries been advised since January 1, 2006 2012 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Vantage Regulatory Agreement. (c) Seller Vantage has previously made available to Buyers Yadkin an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule schedule, information statement and definitive proxy statement filed with or furnished to the SEC by Seller Vantage pursuant to the Securities Act or Act, the Securities Exchange Act of 1934, as amended and the Xxxxxxxx-Xxxxx Act (including the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”rules and regulations promulgated thereunder) and prior to before the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement“Vantage SEC Reports”). No such Seller Vantage SEC Report or communicationReport, at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective effective or filed dates, all Vantage SEC Reports complied as to form in all material respects with the knowledge Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, with respect thereto. (d) Since January 1, 2012, Vantage, and each of Sellerits officers and directors, other than as set forth have been and are in Section 3.5 compliance in all material respects with (i) the applicable provisions of the Company Disclosure ScheduleXxxxxxxx-Xxxxx Act, none including, without limitation, Section 404 thereof and the rules and regulations promulgated thereunder, and (ii) the applicable listing and corporate governance rules and regulations of the Seller NYSE MKT. (e) Vantage has not received notice in writing from the SEC that either Vantage itself or any of the Vantage SEC Reports is the subject of any ongoing review or investigation by the SEC or of any other Governmental Entity outstanding SEC investigation (whether formal or informal, including but not limited to a voluntary document request), and as of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC comments staff with respect to any of the Vantage SEC Reports. Vantage has made available to Yadkin correct and complete copies of all material correspondence between the SEC, on the one hand, and Vantage and any of its Subsidiaries, on the other hand, occurring since December 31, 2012 and prior to the date hereof. (f) Neither Vantage nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar contract (including any contract relating to any transaction, arrangement or relationship between or among Vantage or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such documentsas any arrangement described in Section 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving Vantage or any of its Subsidiaries in the Vantage’s consolidated financial statements. (g) Vantage has made available to Yadkin a complete and correct copy of any amendments or modifications to any agreements, reports or schedules which previously had been filed by Vantage with the SEC pursuant to the Securities Act or the Exchange Act, which amendments or modifications have not yet been filed with the SEC but which are required to be filed.

Reports; Regulatory Matters. (a) Each Except as set forth on Section 4.5(a) of the Companies Buyer Disclosure Schedule, Buyer and their each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2012 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2012 or has pending any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. Since Except as set forth on Section 4.5(a) of the Buyer Disclosure Schedule, since January 1, 20062012, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. There Buyer and its Subsidiaries have complied in all material respects with, and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 2006, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business). (b) No Company Except as set forth on Section 4.5(b) of the Buyer Disclosure Schedule, neither Buyer nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2012 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2012 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Buyer Regulatory Agreement”), nor has any of the Companies Buyer or any of their its Subsidiaries been advised since January 1, 2006 2012 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Buyer Regulatory Agreement. To the knowledge of Buyer, there has not been any event or occurrence since January 1, 2012 that would result in a determination that Buyer’s bank Subsidiary is not “well capitalized” as a matter of U.S. federal banking law. (c) Seller has previously made available to Buyers an accurate and complete copy of each (i) Each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC or FDIC by Seller Buyer or its Subsidiaries, as applicable, pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to before the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller “Buyer SEC Report or communicationReports”), at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, contained did not contain 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To the knowledge As of Sellertheir respective dates, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller all Buyer SEC Reports is complied as to form in all material respects with the subject published rules and regulations of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments the FDIC, as applicable, with respect thereto. Buyer’s principal executive officer and principal financial officer have made the certifications required under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder to the extent such rules or regulations applied at the time of filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Exchange Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Buyer nor any of its officers has received notice from any Regulatory Agency questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such documentscertifications.

Reports; Regulatory Matters. (a) Each The Company and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnishsince December 31, as applicable, since January 1, 2006 2005 with (i) any state regulatory authorityThe NASDAQ Stock Market, (ii) the SEC, SEC (other than the filing of the Company’s fidelity bond in accordance with Rule 17g-1 under the 0000 Xxx) and (iii) any foreign regulatory authoritySRO (collectively, and (iv) together with any self-other applicable regulatory authority, (collectivelyauthorities, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1December 31, 20062005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or other Governmental Entity in Section 3.5 the ordinary course of the business of the Company Disclosure Scheduleand its Subsidiaries (copies of any deficiency letter of the SEC and any correspondence relating thereto having been furnished to Buyer), no Regulatory Agency or other Governmental Entity has initiated since January 1December 31, 2006 2005 or has pending any proceeding, enforcement action or, to the knowledge of Sellerthe Company, investigation into the business, disclosures or operations of any of the Companies Company or any of its Subsidiaries. Since January 1December 31, 20062005, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Sellerthe Company, investigation into the business, disclosures or operations of any of the Companies Company or any of its Subsidiaries. There is no unresolved, or, to Sellerthe Company’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Company or any of its Subsidiaries. Since January 1December 31, 20062005, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Company or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Company’s ordinary course of business). (b) No Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 2006 2005 a recipient of any supervisory letter from, or since January 1December 31, 2006 2005 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Sellerthe Company’s knowledge that, upon consummation of the transactions contemplated herebyMerger, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries business (each item in this sentence, a “Company Regulatory Agreement”), nor has any of the Companies Company or any of their its Subsidiaries been advised since January 1December 31, 2006 2005 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement. (c) Seller The Company has previously made available to Buyers Buyer an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller the Company or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1December 31, 2006 2005 (the “Seller Company SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller the Company to its shareholders stockholders since January 1December 31, 2006 2005 and prior to the date of this Agreement. No such Seller Company SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in under which they were made, not misleading. To the knowledge of Seller, other than except as set forth in Section 3.5 3.5(c) of the Company Disclosure ScheduleSchedule and except that information 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, none all Company SEC Reports complied as to form in all material respects with the published rules and regulations of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect thereto. No executive officer of the Company has failed in any respect to any make the certifications required of such documentshim or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”).

Reports; Regulatory Matters. (a) Each Investors Financial and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2005 with (i) any state regulatory authoritythe Federal Reserve Board, (ii) the SECFDIC, (iii) any foreign other state banking or other state regulatory authority, including the Massachusetts Board of Bank Incorporation and the Massachusetts Commissioner of Banks, (iv) the SEC, (v) any self-foreign regulatory authority, authority and (vi) any SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entityentity or country, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Investors Financial and its Subsidiaries (and which resulted in no material deficiencies or issues being identified by the applicable Regulatory Agency or Governmental Entity), no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2005 or has pending any proceeding, enforcement action or, to the knowledge of SellerInvestors Financial, investigation into the business, disclosures disclosures, operations, policies or operations procedures of any of the Companies Investors Financial or any of its Subsidiaries. Since January 1, 20062005, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerInvestors Financial, investigation into the business, disclosures disclosures, operations, policies or operations procedures of any of the Companies Investors Financial or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, comment or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Investors Financial or any of its Subsidiaries. Since January 1, 20062005, there have has been no formal or or, with respect to the Federal Reserve Board, FDIC, the SEC, the NASD and state banking regulators only, informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, disclosures, policies or procedures of any of the Companies Investors Financial or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Investors Financial’s ordinary course of businessbusiness which resulted in no material deficiencies or issues being identified by the applicable Regulatory Agency or Governmental Entity). (b) No Company Neither Investors Financial nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 2005 a recipient of any supervisory letter from, or since January 1, 2006 2005 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries in the financial services industries in which the parties operate (each item in this sentence, a “Company Investors Financial Regulatory Agreement”), nor has any of the Companies Investors Financial or any of their its Subsidiaries been advised since January 1, 2006 2005 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Investors Financial Regulatory Agreement. Investors Bank & Trust Company is and, to the knowledge of Investors Financial there has not been any event or occurrence since January 1, 2005 that could reasonably be expected to result in a determination that Investors Bank & Trust Company is not, “well-capitalized” and “well managed” as a matter of U.S. federal banking law. Investors Bank & Trust Company has at least a “satisfactory” rating under the U.S. Community Reinvestment Act. (c) Seller Investors Financial has previously made available to Buyers State Street an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Investors Financial since January 1, 2005 pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1), 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement (the “Investors Financial SEC Reports”) and (ii) communication mailed by Seller Investors Financial to its shareholders stockholders since January 1, 2006 2005 and prior to the date of this Agreement. No such Seller Investors Financial SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading. To As of their respective dates, all Investors Financial SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsthereto.

Reports; Regulatory Matters. (a) Each Except as set forth on Section 4.5 of the Companies FSGI Disclosure Schedule, FSGI and their each of its Subsidiaries have timely filed or furnished, as applicable, (including all applicable extensions) all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2013 with (i) any state regulatory authoritythe Federal Reserve Board, (ii) the SECFDIC, (iii) the OCC, (iv) any state banking commission or other state regulatory authority, including the Tennessee Department of Financial Institutions, (iv) any foreign regulatory authority, and (ivv) any self-regulatory authoritySRO, and the rules and regulations of the NASDAQ Stock Market (“NASDAQ”) (collectively, the “FSGI Regulatory Agencies” and, together with the Atlantic Capital Regulatory Agencies, the “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062013, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any FSGI Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth in Section 3.5 of the Company Disclosure Schedule, no for normal examinations conducted by a FSGI Regulatory Agency or other Governmental Entity in the ordinary course of the business of FSGI and its Subsidiaries, or as disclosed in the FSGI SEC Reports (and referenced at Section 4.5 of the FSGI Disclosure Schedule), no FSGI Regulatory Agency or Governmental Entity has initiated since January 1, 2006 2013 or has pending any proceeding, enforcement action or, to the knowledge Knowledge of SellerFSGI, investigation into the business, disclosures or operations of any of the Companies FSGI or any of its Subsidiaries. Since January 1, 20062013, except as disclosed in the FSGI SEC Reports, no FSGI Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge Knowledge of SellerFSGI, investigation into the business, disclosures or operations of any of the Companies FSGI or any of its Subsidiaries. There FSGI and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any FSGI Regulatory Agency or other Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of any of the Companies FSGI or any of its Subsidiaries. Since January 1, 20062013, there have been no formal or informal inquiries by, or disagreements or disputes with, any FSGI Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies FSGI or any of its Subsidiaries (other than normal inquiries made examinations conducted by a FSGI Regulatory Agency or other Governmental Entity in the Companies’ FSGI’s ordinary course of businessbusiness or as disclosed in the FSGI SEC Reports). To the Knowledge of FSGI, there has not been any event or occurrence since January 1, 2013 that would result in a determination that FSGBank is not an eligible depository institution as defined in 12 C.F.R. § 303.2(r). (b) No Company Except as disclosed in the FSGI SEC Reports (and referenced at Section 4.5 of the FSGI Disclosure Schedule), neither FSGI nor any of its Subsidiaries is subject to any cease-and-and desist or other order or enforcement action issued by, or is a party to any written agreement, agreement or consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2013 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2013 has adopted any policies, procedures or board resolutions at the request or suggestion of, any FSGI Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company FSGI Regulatory Agreement”), nor has any of the Companies FSGI or any of their its Subsidiaries been advised since January 1, 2006 2013 by any FSGI Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company FSGI Regulatory Agreement. (c) Seller FSGI has previously made available to Buyers Atlantic Capital an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule schedule, information statement and definitive proxy statement filed with or furnished to the SEC by Seller FSGI pursuant to the Securities Act or Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the Xxxxxxxx-Xxxxx Act (including the rules and regulations promulgated thereunder) since January 1, 2006 2013 (the “Seller FSGI SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement). No such Seller FSGI SEC Report or communicationReport, at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective effective or filed dates, all FSGI SEC Reports complied as to form in all material respects with the knowledge Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, with respect thereto. (d) FSGI, and each of Sellerits officers and directors, other than as set forth have been and are in Section 3.5 compliance in all material respects with (i) the applicable provisions of the Company Disclosure ScheduleXxxxxxxx-Xxxxx Act, none including, without limitation, Section 404 thereof and the rules and regulations promulgated thereunder, and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (e) FSGI has not received notice in writing from the SEC that either FSGI itself or any of the Seller FSGI SEC Reports is the subject of any ongoing review or investigation by the SEC or of any other Governmental Entity outstanding SEC investigation (whether formal or informal, including but not limited to a voluntary document request), and as of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC comments staff with respect to any of the FSGI SEC Reports. FSGI has made available to Atlantic Capital correct and complete copies of all material correspondence between the SEC, on the one hand, and FSGI and any of its Subsidiaries, on the other hand, occurring since December 31, 2013 and prior to the date hereof. (f) Neither FSGI nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar contract (including any contract relating to any transaction, arrangement or relationship between or among FSGI or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such documentsas any arrangement described in Section 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving FSGI or any of its Subsidiaries in the FSGI’s consolidated financial statements. (g) FSGI has made available to Atlantic Capital a complete and correct copy of any amendments or modifications to any agreements, reports or schedules which previously had been filed by FSGI with the SEC pursuant to the Securities Act or the Exchange Act, which amendments or modifications have not yet been filed with the SEC but which are required to be filed. Upon request, FSGI will provide Atlantic Capital with unredacted copies of all redacted material filed with the SEC.

Reports; Regulatory Matters. (a) Each Seller and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2010 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) any state insurance commission or other state regulatory authority, (ii) the SEC, (iiiiv) any foreign regulatory authority, (v) any SRO and (ivvi) any self-regulatory authority, the Securities and Exchange Commission (“SEC”) (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062010, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Seller and its Subsidiaries, or as disclosed in the Seller SEC Reports, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2010 or has pending any proceeding, enforcement action or, to the knowledge of Seller, investigation into the business, disclosures or operations of any of the Companies Seller or any of its Subsidiaries. Since January 1, 20062010, except as disclosed in the Seller SEC Reports, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Seller, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. There Seller and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of any of the Companies Seller or any of its Subsidiaries. Since January 1, 20062010, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Seller or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Seller’s ordinary course of businessbusiness or as disclosed in the Seller SEC Reports). (b) No Company Except as disclosed in the Seller SEC Reports, neither Seller nor any of its Subsidiaries is subject to any cease-and-and desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2009 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2009 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Seller Regulatory Agreement”), nor has any of the Companies Seller or any of their its Subsidiaries been advised since January 1, 2006 2009 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Seller Regulatory Agreement. (c) Seller has previously made available to Buyers Buyer an accurate and complete copy of each (i) final registration statement, prospectus, reportreport schedule, schedule information statement, and definitive proxy statement filed with or furnished to the SEC by Seller pursuant to the Securities Act or Act, the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”), and the Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder) since January 1, 2006 (the “Sxxxxxxx-Xxxxx Act”) and before the date of this Agreement (the “Seller SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement). No such Seller SEC Report or communicationReport, at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective effective or filed dates, all Seller SEC Reports complied as to form in all material respects with the knowledge Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, with respect thereto. (d) Since the enactment of the Sxxxxxxx-Xxxxx Act, Seller, other than as set forth and each of its officers and directors, have been and are in Section 3.5 compliance in all material respects with (i) the applicable provisions of the Company Disclosure ScheduleSxxxxxxx-Xxxxx Act, none including, without limitation, Section 404 thereof, and the rules and regulations promulgated thereunder, and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Except as disclosed in the Seller SEC Reports, Seller has not received notice in writing from the SEC that either the Seller itself or any of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or of any other Governmental Entity outstanding SEC investigation (whether formal or informal, including but not limited to a voluntary document request), and as of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC comments staff with respect to any of the Seller SEC Reports. Seller has made available to Buyer correct and complete copies of all material correspondence between the SEC, on the one hand, and the Seller and any of its Subsidiaries, on the other hand, occurring since the December 31, 2011 and prior to the date hereof. (f) Neither the Seller nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar contract (including any contract relating to any transaction, arrangement or relationship between or among the Seller or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such documentsas any arrangement described in Section 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Seller or any of its Subsidiaries in the Seller’s consolidated financial statements. (g) The Seller has made available to Buyer a complete and correct copy of any amendments or modifications to any agreements, reports or schedules which previously had been filed by the Seller with the SEC pursuant to the Securities Act or the Exchange Act, which amendments or modifications have not yet been filed with the SEC but which are required to be filed.

Reports; Regulatory Matters. (a) Each Parent and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrationsregistration statements, proxy statements and certificationsother materials, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 2006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or other Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Parent and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 or has pending any proceeding, enforcement action or, to the knowledge of SellerParent, investigation into the business, disclosures or operations of any of the Companies Parent or any of its Subsidiaries. Since January 1, 2006, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerParent, investigation into the business, disclosures or operations of any of the Companies Parent or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, comment or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Parent or any of its Subsidiaries. Since January 1, 2006, 2006 there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Parent or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Parent’s ordinary course of business). (b) No Company Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or formal or informal enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Parent Regulatory Agreement”), nor has any of the Companies Parent or any of their its Subsidiaries been advised since January 1, 2006 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Parent Regulatory Agreement. (c) Seller Parent has previously made available to Buyers Company an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Parent pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller Parent SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller Parent to its shareholders stockholders since January 1, 2006 and prior to the date of this Agreement. No such Seller Parent SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Parent SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsSxxxxxxx-Xxxxx Act.

Reports; Regulatory Matters. (a) Each of the Companies Parent and their Subsidiaries have each Parent Subsidiary has timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were it was required to file or furnish, as applicable, since January 1, 2006 2004 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “applicable Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 2006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, Agencies or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Parent and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 or has pending any proceeding, proceeding or enforcement action or, to the knowledge of SellerParent, has since January 1, 2004 initiated any proceeding, enforcement action or investigation into the business, disclosures or operations of any of the Companies Parent or any of its SubsidiariesParent Subsidiary. Since January 1, 20062004, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerParent, investigation into the business, disclosures or operations of any of the Companies Parent or any of its SubsidiariesParent Subsidiary. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Parent or any of its Subsidiaries. Since January 1, 20062004, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Parent or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business)Subsidiaries. (b) No Company Neither Parent nor any of its Subsidiaries Parent Subsidiary is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2004, a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from2004, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated thrift holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Parent Regulatory Agreement”“), nor has any of the Companies Parent or any of their its Subsidiaries been advised since January 1, 2006 2004, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Parent Regulatory Agreement. (c) Seller Parent has previously made available to Buyers the Company (including via the SEC’s XXXXX system) an accurate and complete copy of each (i) each final registration statement, prospectus, report, schedule and schedule, definitive proxy statement and information statement filed with or furnished to the SEC by Seller Parent pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement and (the “Parent SEC Reports“), (ii) each final registration statement, prospectus, periodic report, schedule and definitive proxy statement filed by Parent Bank pursuant to the Securities Act or the Exchange Act and prior to the date of this Agreement with the FDIC (the “Parent FDIC Reports“) or with the OTS (the “Parent OTS Reports“) and (iii) each communication mailed by Seller Parent and Parent Bank to its shareholders their shareholders, in each case since January 1, 2006 2004 and prior to the date of this Agreement. No such Seller Parent SEC Report, Parent FDIC Report, Parent OTS Report or communicationcommunication to the shareholders of Parent or Parent Bank, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Parent SEC Reports, Parent FDIC Reports and Parent OTS Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsXxxxxxxx-Xxxxx Act.

Reports; Regulatory Matters. (a) Each The Company and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnishsince December 31, as applicable, since January 1, 2006 2005 with (i) any state regulatory authorityThe NASDAQ Stock Market, (ii) the SEC, SEC (other than the filing of the Company’s fidelity bond in accordance with Rule 17g-1 under the 1940 Xxx) xnd (iii) any foreign regulatory authoritySRO (collectively, and (iv) together with any self-other applicable regulatory authority, (collectivelyauthorities, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1December 31, 20062005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or other Governmental Entity in Section 3.5 the ordinary course of the business of the Company Disclosure Scheduleand its Subsidiaries (copies of any deficiency letter of the SEC and any correspondence relating thereto having been furnished to Buyer), no Regulatory Agency or other Governmental Entity has initiated since January 1December 31, 2006 2005 or has pending any proceeding, enforcement action or, to the knowledge of Sellerthe Company, investigation into the business, disclosures or operations of any of the Companies Company or any of its Subsidiaries. Since January 1December 31, 20062005, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Sellerthe Company, investigation into the business, disclosures or operations of any of the Companies Company or any of its Subsidiaries. There is no unresolved, or, to Sellerthe Company’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Company or any of its Subsidiaries. Since January 1December 31, 20062005, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Company or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Company’s ordinary course of business). (b) No Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 2006 2005 a recipient of any supervisory letter from, or since January 1December 31, 2006 2005 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Sellerthe Company’s knowledge that, upon consummation of the transactions contemplated herebyMerger, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries business (each item in this sentence, a “Company Regulatory Agreement”), nor has any of the Companies Company or any of their its Subsidiaries been advised since January 1December 31, 2006 2005 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement. (c) Seller The Company has previously made available to Buyers Buyer an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller the Company or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1December 31, 2006 2005 (the “Seller Company SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller the Company to its shareholders stockholders since January 1December 31, 2006 2005 and prior to the date of this Agreement. No such Seller Company SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in under which they were made, not misleading. To the knowledge of Seller, other than except as set forth in Section 3.5 3.5(c) of the Company Disclosure ScheduleSchedule and except that information 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, none all Company SEC Reports complied as to form in all material respects with the published rules and regulations of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect thereto. No executive officer of the Company has failed in any respect to any make the certifications required of such documentshim or her under Section 302 or 906 of the Sarxxxxx-Xxxxx Xxt of 2002 (the “Sarxxxxx-Xxxxx Xxt”).

Reports; Regulatory Matters. (a) Each of the Companies North Fork and their Subsidiaries have each North Fork Subsidiary has timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were it was required to file or furnish, as applicable, since January 1, 2006 2003 with (i) any state regulatory authoritythe Federal Reserve Board, (ii) the SECFDIC, (iii) the Office of the Comptroller of the Currency, (iv) the NASD, (v) any state insurance commission or other state regulatory authority, including the NYSBD, (vi) the SEC, (vii) any foreign regulatory authority, authority and (ivviii) any self-regulatory authority, SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062003, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of North Fork and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2003 or has pending any proceeding, enforcement action or, to the knowledge of SellerNorth Fork, investigation into the business, disclosures or operations of any of the Companies North Fork or any of its SubsidiariesNorth Fork Subsidiary. Since January 1, 20062003, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerNorth Fork, investigation into the business, disclosures or operations of any of the Companies North Fork or any of its SubsidiariesNorth Fork Subsidiary. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies North Fork or any of its SubsidiariesNorth Fork Subsidiary. Since January 1, 20062003, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies North Fork or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business)North Fork Subsidiary. (b) No Company Neither North Fork nor any of its Subsidiaries North Fork Subsidiary is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2003, a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from2003, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion ofof any, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company North Fork Regulatory Agreement”), nor has any of the Companies North Fork or any of their its Subsidiaries been advised since January 1, 2006 2003 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company North Fork Regulatory Agreement. To the knowledge of North Fork, as of the date hereof, there has not been any event or occurrence since January 1, 2004 that would result in a determination that either North Fork Bank or Superior Savings of New England, N.A. is not “well capitalized” and “well managed” as a matter of U.S. federal banking law. (c) Seller North Fork has previously made available to Buyers Capital One an accurate and complete copy of each (i) each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller North Fork since January 1, 2003 pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1), 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement and (the “North Fork SEC Reports”), (ii) each communication mailed by Seller North Fork to its shareholders stockholders, in each case since January 1, 2006 2003 and prior to the date of this Agreement, and (iii) a draft, dated March 7, 2006, of North Fork’s Annual Report on Form 10-K for the period ended December 31, 2005 (the “Draft 10-K”). No such Seller North Fork will timely file with the SEC its Annual Report on Form 10-K for the period ended December 31, 2005 (the “2005 10-K”) and the 2005 10-K will not vary in any material respect from the Draft 10-K provided to Capital One by North Fork, except to the extent necessary to reflect this Agreement and the Option Agreements and the transactions contemplated hereby and thereby. Neither any North Fork SEC Report or communication, at the time filed filed, furnished or communicated (orin the case of registration statements and proxy statements, if amended prior to on the date hereof, as dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to contained, nor will the Companies and their Subsidiaries only2005 10-K when filed contain, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all North Fork SEC Reports complied (and the knowledge of Seller2005 10-K, other than when filed, will comply) as set forth to form in Section 3.5 all material respects with the published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of North Fork has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Xxxxxxxx-Xxxxx Act of 2002 (the subject of any ongoing review or investigation by the SEC or any other Governmental Entity “Xxxxxxxx-Xxxxx Act”) and there are no unresolved SEC comments all required certifications under such sections will be made with respect to any of such documents.the 2005 10-K.

Reports; Regulatory Matters. (a) Each PNC and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2005 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of PNC and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2005 or has pending any proceeding, enforcement action or, to the knowledge of SellerPNC, investigation into the business, disclosures or operations of any of the Companies PNC or any of its Subsidiaries. Since January 1, 20062005, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerPNC, investigation into the business, disclosures or operations of any of the Companies PNC or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies PNC or any of its Subsidiaries. Since January 1, 20062005, there have has been no formal or or, with respect to the Federal Reserve Board, FDIC, the OCC, the SEC, the NASD and state banking regulators only, informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies PNC or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ PNC’s ordinary course of business). (b) No Company Neither PNC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2005 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2005 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company PNC Regulatory Agreement”), nor has any of the Companies PNC or any of their its Subsidiaries been advised since January 1, 2006 2005 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company PNC Regulatory Agreement. Each of the PNC Bank Subsidiaries is and, to the knowledge of PNC there has not been any event or occurrence since January 1, 2005 that could reasonably be expected to result in a determination that any PNC Bank Subsidiary is not, “well capitalized” and “well managed” as a matter of U.S. federal banking law. Each of the PNC Bank Subsidiaries has at least a “satisfactory” rating under the U.S. Community Reinvestment Act. (c) Seller PNC has previously made available to Buyers Mercantile Bankshares an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller PNC since January 1, 2005 pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement (the “PNC SEC Reports”) and (ii) communication mailed by Seller PNC to its shareholders stockholders since January 1, 2006 2005 and prior to the date of this Agreement. No such Seller PNC SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading. To As of their respective dates, all PNC SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsthereto.

Reports; Regulatory Matters. (a) Each Buyer and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrationsregistration statements, proxy statements and certificationsother materials, together with any amendments required to be made with respect thereto, that they were required to file or furnishsince December 31, as applicable, since January 1, 2006 2005 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1December 31, 20062005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or other Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Buyer and its Subsidiaries (copies of any deficiency letter of the SEC and any correspondence relating thereto having been furnished to the Company), no Regulatory Agency or other Governmental Entity has initiated since January 1December 31, 2006 2005 or has pending any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. Since January 1December 31, 20062005, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, comment or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Buyer or any of its Subsidiaries. Since January 1December 31, 2006, 2005 there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Buyer or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Buyer’s ordinary course of business). (b) No Company Neither Buyer nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since December 31, 2005 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2005 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries business (each item in this sentenceeach, a “Company Buyer Regulatory Agreement”), nor has any of the Companies Buyer or any of their its Subsidiaries been advised since January 1December 31, 2006 2005 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Buyer Regulatory Agreement. (c) Seller Buyer has previously made available to Buyers the Company an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934since December 31, as amended 2005 (the “Exchange Act”) since January 1, 2006 (the “Seller Buyer SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller Buyer to its shareholders stockholders since January 1December 31, 2006 2005 and prior to the date of this Agreement. No such Seller Buyer SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Buyer SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. 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 Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsXxxxxxxx-Xxxxx Act.

Reports; Regulatory Matters. (a) Each Except as set forth on Section 4.5 of the Companies Buyer Disclosure Schedule, Buyer and their each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2009 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062009, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2009 or has pending any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. Since January 1Buyer and its Subsidiaries have complied in all material respects with, 2006, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Seller, investigation into the business, disclosures or operations of any of the Companies or any of its Subsidiaries. There and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 2006, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business). (b) No Company Except as disclosed in the Buyer SEC Reports, neither Buyer nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2009 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2009 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Buyer Regulatory Agreement”), nor has any of the Companies Buyer or any of their its Subsidiaries been advised since January 1, 2006 2009 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Buyer Regulatory Agreement. To the knowledge of Buyer, there has not been any event or occurrence since January 1, 2009 that would result in a determination that Buyer’s bank Subsidiary is not “well capitalized” as a matter of U.S. federal banking law. (c) Seller has previously made available to Buyers an accurate and complete copy of each (i) Each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC or FDIC by Seller Buyer or its Subsidiaries, as applicable, pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to before the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller “Buyer SEC Report or communicationReports”), at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, contained did not contain 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To the knowledge As of Sellertheir respective dates, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller all Buyer SEC Reports is complied as to form in all material respects with the subject published rules and regulations of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments the FDIC, as applicable, with respect thereto. Buyer’s principal executive officer and principal financial officer have made the certifications required under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder to the extent such rules or regulations applied at the time of filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Buyer nor any of its officers has received notice from any Regulatory Agency questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such documentscertifications.

Reports; Regulatory Matters. (a) Each of the Companies Citizens and their Subsidiaries have each Citizens Subsidiary has timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were it was required to file or furnish, as applicable, since January 1, 2006 2004 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) Agencies and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except in all cases as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Citizens. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Citizens and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2004 or has pending any proceeding, enforcement action or, to the knowledge of SellerCitizens, investigation into the business, disclosures or operations of any of the Companies Citizens or any of its Subsidiaries. Since January 1, 20062004, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerCitizens, investigation into the business, disclosures or operations of any of the Companies Citizens or any of its Subsidiaries. Since January 1, 2004, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Citizens, investigation into the business, disclosures or operations of Citizens or any Citizens Subsidiary. There is no unresolvedmaterial unresolved violation, or, to Seller’s knowledge, threatened criticism, comment, or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Citizens or any of its Subsidiaries. Since January 1, 2006, 2004 there have has been no formal or informal material inquiries by, or material disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Citizens or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business)Citizens Subsidiary. (b) No Company Neither Citizens nor any of its Subsidiaries Citizens Subsidiary is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been a recipient of any supervisory letter, outside of normal communications with Regulatory Agencies as part of the examination process, from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company "Citizens Regulatory Agreement”"), nor has any of the Companies Citizens or any of their its Subsidiaries been advised since January 1, 2006 2004, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Citizens Regulatory Agreement. (c) Seller Citizens has previously made available to Buyers Republic an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Citizens since January 1, 2003 pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement (the "Citizens SEC Reports") and (ii) communication mailed by Seller Citizens to its shareholders shareholders, in each case since January 1, 2006 2003 and prior to the date of this Agreement. No such Seller Citizens SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Citizens SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. No executive officer of Citizens has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsSarbanes-Oxley Act.

Reports; Regulatory Matters. (a) Each 4.5.1. Except as set forth on Section 4.5.1 of the Companies and their Subsidiaries have Old Forge Disclosure Schedule, Old Forge has timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2005 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) the Pennsylvania Department of Banking or any state regulatory authority, (ii) the SEC, (iiiiv) any foreign regulatory authority, and (ivv) any applicable industry self-regulatory authorityorganization, and (vi) the SEC (collectively, “Regulatory Agencies”"REGULATORY AGENCIES") and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Old Forge, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2005 or has pending any proceeding, enforcement action or, to the knowledge of SellerOld Forge, investigation into the business, disclosures or operations of any Old Forge. Except as set forth on Section 4.5.1 of the Companies or any of its Subsidiaries. Since Old Forge Disclosure Schedule, since January 1, 20062005, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerOld Forge, investigation into the business, disclosures or operations of any Old Forge. Except as set forth on Section 4.5.1 of the Companies or any of its Subsidiaries. There Old Forge Disclosure Schedule, there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, comment or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any Old Forge. Except as set forth on Section 4.5.1 of the Companies or any of its Subsidiaries. Since Old Forge Disclosure Schedule, since January 1, 20062005, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies or any of its Subsidiaries Old Forge (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Old Forge's ordinary course of business). (b) No Company nor any 4.5.2. Except as set forth on Section 4.5.2 of its Subsidiaries the Old Forge Disclosure Schedule, Old Forge is not subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 2005 a recipient of any supervisory letter from, or since January 1, 2006 2005 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries (each item in this sentence, a “Company Regulatory Agreement”"OLD FORGE REGULATORY AGREEMENT"), nor has any of the Companies or any of their Subsidiaries Old Forge been advised since January 1, 2006 2005 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Old Forge Regulatory Agreement. (c) Seller has previously made available to Buyers an accurate and complete copy . Except as set forth on Section 4.5.2 of each (i) final registration statementthe Old Forge Disclosure Schedules, prospectus, report, schedule and definitive proxy statement filed with the SEC by Seller pursuant to the Securities Act knowledge of Old Forge, there has not been any event or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) occurrence since January 1, 2006 2005 that would result in a determination that Old Forge is not "well capitalized" and "well managed" as a matter of U.S. federal banking law, and there has been no notification or communication from any Governmental Entity (the “Seller SEC Reports”i) and prior threatening to the date revoke any permit, license, franchise, certificate of this Agreement and authority or other governmental authorization, or (ii) communication mailed by Seller to its shareholders since January 1threatening or contemplating revocation or limitation of, 2006 and prior to or which would have the date effect of this Agreement. No such Seller SEC Report revoking or communicationlimiting, at the time filed or communicated (or, if amended prior to the date hereof, as of the date of such amendment), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading. To the knowledge of Seller, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsFDIC deposit insurance.

Reports; Regulatory Matters. (a) Each Buyer and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrationsregistration statements, proxy statements and certificationsother materials, together with any amendments required to be made with respect thereto, that they were required to file or furnishsince December 31, as applicable, since January 1, 2006 2005 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1December 31, 20062005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or other Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Buyer and its Subsidiaries (copies of any deficiency letter of the SEC and any correspondence relating thereto having been furnished to the Company), no Regulatory Agency or other Governmental Entity has initiated since January 1December 31, 2006 2005 or has pending any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. Since January 1December 31, 20062005, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, comment or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Buyer or any of its Subsidiaries. Since January 1December 31, 2006, 2005 there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Buyer or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Buyer’s ordinary course of business). (b) No Company Neither Buyer nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since December 31, 2005 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1December 31, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2005 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries business (each item in this sentenceeach, a “Company Buyer Regulatory Agreement”), nor has any of the Companies Buyer or any of their its Subsidiaries been advised since January 1December 31, 2006 2005 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Buyer Regulatory Agreement. (c) Seller Buyer has previously made available to Buyers the Company an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934since December 31, as amended 2005 (the “Exchange Act”) since January 1, 2006 (the “Seller Buyer SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller Buyer to its shareholders stockholders since January 1December 31, 2006 2005 and prior to the date of this Agreement. No such Seller Buyer SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Buyer SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none SEC with respect thereto. 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 Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsSarxxxxx-Xxxxx Xxt.

Reports; Regulatory Matters. (a) Each PNC and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2005 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of PNC and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2005 or has pending any proceeding, enforcement action or, to the knowledge of SellerPNC, investigation into the business, disclosures or operations of any of the Companies PNC or any of its Subsidiaries. Since January 1, 20062005, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerPNC, investigation into the business, disclosures or operations of any of the Companies PNC or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies PNC or any of its Subsidiaries. Since January 1, 20062005, there have has been no formal or or, with respect to the Federal Reserve Board, FDIC, the OCC, the SEC, the NASD and state banking regulators only, informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies PNC or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ PNC's ordinary course of business). (b) No Company Neither PNC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2005 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2005 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Regulatory Agreement”"PNC REGULATORY AGREEMENT"), nor has any of the Companies PNC or any of their its Subsidiaries been advised since January 1, 2006 2005 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company PNC Regulatory Agreement. Each of the PNC Bank Subsidiaries is and, to the knowledge of PNC there has not been any event or occurrence since January 1, 2005 that could reasonably be expected to result in a determination that any PNC Bank Subsidiary is not, "well capitalized" and "well managed" as a matter of U.S. federal banking law. Each of the PNC Bank Subsidiaries has at least a "satisfactory" rating under the U.S. Community Reinvestment Act. (c) Seller PNC has previously made available to Buyers Mercantile Bankshares an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller PNC since January 1, 2005 pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement (the "PNC SEC REPORTS") and (ii) communication mailed by Seller PNC to its shareholders stockholders since January 1, 2006 2005 and prior to the date of this Agreement. No such Seller PNC SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading. To As of their respective dates, all PNC SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsthereto.

Reports; Regulatory Matters. (a) Each of the Companies The Company and their Subsidiaries have each Company Subsidiary has timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were it was required to file or furnish, as applicable, since January 1, 2006 2004 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) the Office of the Comptroller of the Currency, (iv) the NASD, (v) any state banking agency, insurance commission or other state regulatory authority, (iivi) the SEC, (iiivii) any foreign regulatory authority, authority and (ivviii) any self-regulatory authority, SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the business of the Company Disclosure Scheduleand its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2004 or has pending any proceeding, enforcement action or, to the knowledge of Sellerthe Company, investigation into the business, disclosures or operations of any of the Companies Company or any of its SubsidiariesCompany Subsidiary. Since January 1, 20062004, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Sellerthe Company, investigation into the business, disclosures or operations of any of the Companies Company or any of its SubsidiariesCompany Subsidiary. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Company or any of its SubsidiariesCompany Subsidiary. Since January 1, 20062004, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Company or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business)Company Subsidiary. (b) No Neither the Company nor any of its Subsidiaries Company Subsidiary is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2004, a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from2004, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion ofof any, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Regulatory Agreement”), nor has any of the Companies Company or any of their its Subsidiaries been advised since January 1, 2006 2004 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement. To the knowledge of the Company, as of the date hereof, there has not been any event or occurrence since January 1, 2004 that would result in a determination that any Subsidiary Bank is not “well capitalized” or is not “well managed” as a matter of U.S. federal banking law. Each Banking Subsidiary has at least a “satisfactory” rating under the U.S. Community Reinvestment Act (other than any Banking Subsidiary that is not required to be rated thereunder). (c) Seller The Company has previously made available to Buyers Parent an accurate and complete copy of each (i) each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller the Company since January 1, 2004 pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and prior to the date of this Agreement (the “Company SEC Reports”), (ii) each communication mailed by the Company to its stockholders, in each case since January 1, 2006 (the “Seller SEC Reports”) 2004 and prior to the date of this Agreement and (iiiii) communication mailed by Seller to its shareholders since January a draft, dated February 1, 2007, of the Company’s Annual Report on Form 10-K for the period ended December 31, 2006 (the “Draft 10-K”). The Company will timely file with the SEC its Annual Report on Form 10-K for the period ended December 31, 2006 (the “2006 10-K”) and prior the 2006 10-K will not vary in any material respect from the Draft 10-K provided to Parent by the Company, except to the date of extent necessary to reflect this AgreementAgreement and the transactions contemplated hereby. No such Seller Neither any Company SEC Report or nor communication, at the time filed filed, furnished or communicated (orin the case of registration statements and proxy statements, if amended prior to on the date hereof, as dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to contained, nor will the Companies and their Subsidiaries only2006 10-K when filed contain, contained any untrue statement of a material fact or omitted to state state, nor will the 2006 10-K when filed 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 in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Company SEC Reports complied (and the knowledge 2006 10-K, when filed, will comply) as to form in all material respects with the published rules and regulations of Seller, other than as set forth in Section 3.5 the SEC with respect thereto. No executive officer of the Company Disclosure Schedule, none has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Sarbaxxx-Xxxxx Xxx of 2002 (the subject of any ongoing review or investigation by the SEC or any other Governmental Entity “Sarbaxxx-Xxxxx Xxx”) and there are no unresolved SEC comments all required certifications under such sections will be made with respect to any of such documents.the 2006 10-K.

Reports; Regulatory Matters. (a) Each The Purchaser and each of the Companies and their its Subsidiaries have has timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were it was required to file or furnishsince December 31, as applicable, since January 1, 2006 2005 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) the Office of the Comptroller of the Currency (“OCC”), (iv) any state insurance commission or other state regulatory authority, (iiv) the SEC, and (iiivi) any foreign regulatory authority, and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental EntityAuthority, and all other reports and statements required to be filed or furnished by them since January 1December 31, 20062005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental EntityAuthority, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Governmental Authority in Section 3.5 the ordinary course of business of the Company Disclosure SchedulePurchaser and its Subsidiaries, no Regulatory Agency or other Governmental Entity Authority has initiated since January 1December 31, 2006 2005 or has pending any proceeding, enforcement action or, to the knowledge of Sellerthe Purchaser, investigation into the business, disclosures or operations of any of the Companies or any of its Subsidiaries. Since January 1, 2006, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Seller, investigation into the business, disclosures or operations of any of the Companies Purchaser or any of its Subsidiaries. There is no unresolved, or, to Seller’s knowledge, threatened criticism, comment, exception or stop order unresolved violation alleged by any Regulatory Agency or other Governmental Entity Authority with respect to any report or statement relating to any examinations or inspections of any of the Companies Purchaser or any of its Subsidiaries. Since January 1, 2006, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business). (b) No Company Neither the Purchaser nor any of its Subsidiaries is subject to any cease-cease- and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since December 31, 2005, a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity Authority that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Purchaser Regulatory Agreement”), nor has any of the Companies Purchaser or any of their its Subsidiaries been advised since January 1December 31, 2006 2005 by any Regulatory Agency or other Governmental Entity Authority that it is considering issuing, initiating, ordering, or requesting any such Company Purchaser Regulatory Agreement. (c) Seller The Purchaser has previously made available to Buyers the Bank an accurate and complete copy of each (i) final report, registration statement, prospectus, report, prospectus and schedule and definitive proxy statement filed with or furnished to the SEC by Seller the Purchaser since December 31, 2005 pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller SEC Report or communication, at the time filed or communicated (or, if amended prior to the date hereof, as of the date of such amendment“Purchaser Reports”), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading. To the knowledge of Seller, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documents.and

Reports; Regulatory Matters. (a) Each Except as set forth on Section 4.5 of the Companies Buyer Disclosure Schedule, Buyer and their each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2010 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062010, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2010 or has pending any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 20062010, except as disclosed in the Buyer SEC Reports, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. There Buyer and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 20062010, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Buyer or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Buyer’s ordinary course of businessbusiness or as disclosed in the Buyer SEC Reports). (b) No Company Except as disclosed in the Buyer SEC Reports, neither Buyer nor any of its Subsidiaries is subject to any cease-and-and desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2009 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2009 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Buyer Regulatory Agreement”), nor has any of the Companies Buyer or any of their its Subsidiaries been advised since January 1, 2006 2009 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Buyer Regulatory Agreement. (c) Seller Buyer has previously made available to Buyers Seller an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule schedule, information statement and definitive proxy statement filed with or furnished to the SEC by Seller Buyer pursuant to the Securities Act or Act, the Securities Exchange Act of 1934, as amended and the Sxxxxxxx-Xxxxx Act (including the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”rules and regulations promulgated thereunder) and prior to before the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement“Buyer SEC Reports”). No such Seller Buyer SEC Report or communicationReport, at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective effective or filed dates, all Buyer SEC Reports complied as to form in all material respects with the knowledge of SellerSecurities Act, other than as set forth in Section 3.5 the Exchange Act and the Sxxxxxxx-Xxxxx Act, with respect thereto. (d) Since the enactment of the Company Disclosure ScheduleSxxxxxxx-Xxxxx Act, none Buyer, and each of its officers and directors, have been and are in compliance in all material respects with (i) the applicable provisions of the Seller Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, and (ii) the applicable listing and corporate governance rules and regulations of The NASDAQ Stock Market. (e) Buyer has not received notice in writing from the SEC that either the Buyer itself or any of the Buyer SEC Reports is the subject of any ongoing review or investigation by the SEC or of any other Governmental Entity outstanding SEC investigation (whether formal or informal, including but not limited to a voluntary document request), and as of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC comments staff with respect to any of the Buyer SEC Reports. Buyer has made available to Seller correct and complete copies of all material correspondence between the SEC, on the one hand, and the Buyer and any of its Subsidiaries, on the other hand, occurring since the June 30, 2012 and prior to the date hereof. (f) Neither the Buyer nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar contract (including any contract relating to any transaction, arrangement or relationship between or among the Buyer or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such documentsas any arrangement described in Section 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Buyer or any of its Subsidiaries in the Buyer’s consolidated financial statements. (g) The Buyer has made available to Seller a complete and correct copy of any amendments or modifications to any agreements, reports or schedules which previously had been filed by the Buyer with the SEC pursuant to the Securities Act or the Exchange Act, which amendments or modifications have not yet been filed with the SEC but which are required to be filed.

Reports; Regulatory Matters. (ai. Except as set forth on Section 6.04(e) Each of the Companies Disclosure Schedule, Buyer and their each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2011 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental EntityAuthority, and all other reports and statements required to be filed or furnished by them since January 1, 20062011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental EntityAuthorities, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by Regulatory Authorities or a Governmental Authority in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Documents, no Regulatory Agency Authority or other Governmental Entity Authority has initiated since January 1, 2006 2011 or has pending any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 20062011, except as disclosed in the Buyer SEC Documents, no Regulatory Agency Authority or other Governmental Entity Authority has resolved any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. There Buyer and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency Authority or other Governmental Entity Authority with respect to to, any report or statement relating to any examinations or inspections of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 20062011, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency Authority or other Governmental Entity Authority with respect to the business, operations, policies or procedures of any of the Companies Buyer or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency Authority or other Governmental Entity Authority in the Companies’ Buyer’s ordinary course of businessbusiness or as disclosed in the Buyer SEC Documents). (b) No Company ii. Except as disclosed in the Buyer SEC Documents, neither Buyer nor any of its Subsidiaries is subject to any cease-and-and desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2011 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2011 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency Authority or other Governmental Entity Authority that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Buyer Regulatory Agreement”), nor has any of the Companies Buyer or any of their its Subsidiaries been advised since January 1, 2006 2011 by any Regulatory Agency Authority or other Governmental Entity Authority that it is considering issuing, initiating, ordering, ordering or requesting any such Company Buyer Regulatory Agreement. To the knowledge of Buyer, there has not been any event or occurrence since January 1, 2011 that would result in a determination that Buyer is not an “eligible depository institution” as defined in 12 C.F.R. Section 303.2(r). (c) Seller iii. Buyer has previously made available to Buyers Valley Financial an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (under the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) Act and prior to before the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement“Buyer SEC Documents”). No such Seller Buyer SEC Report or communicationDocument, at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Buyer SEC Documents complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure ScheduleSEC, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsthereto.

Reports; Regulatory Matters. (a) Each Except as set forth on Section 4.5 of the Companies Buyer Disclosure Schedule, Buyer and their each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2011 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2011 or has pending any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 20062011, except as disclosed in the Buyer SEC Reports, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerBuyer, investigation into the business, disclosures or operations of any of the Companies Buyer or any of its Subsidiaries. There Buyer and its Subsidiaries have fully complied with, and there is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to to, any report or statement relating to any examinations or inspections of any of the Companies Buyer or any of its Subsidiaries. Since January 1, 20062011, there have has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Buyer or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Buyer’s ordinary course of businessbusiness or as disclosed in the Buyer SEC Reports). (b) No Company Except as disclosed in the Buyer SEC Reports, neither Buyer nor any of its Subsidiaries is subject to any cease-and-and desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2011 a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 2011 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentenceeach, a “Company Buyer Regulatory Agreement”), nor has any of the Companies Buyer or any of their its Subsidiaries been advised since January 1, 2006 2010 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, ordering or requesting any such Company Buyer Regulatory Agreement. (c) Seller Buyer has previously made available to Buyers Seller an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) since January 1, 2006 (under the “Seller SEC Reports”) Exchange Act and prior to before the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement“Buyer SEC Reports”). No such Seller Buyer SEC Report or communicationReport, at the time filed or communicated furnished (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Buyer SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the Company Disclosure ScheduleSEC, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documentsthereto.

Reports; Regulatory Matters. (a) Each 5.5.1. Penseco and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements registrations and certificationsstatements, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 2005 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, Regulatory Agencies and (iv) any self-regulatory authority, (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 20062005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, entity or any Regulatory Agency or other Governmental EntityAgency, and have paid all fees and assessments due and payable in connection therewith. Except as set forth for normal examinations conducted by a Regulatory Agency or Governmental Entity in Section 3.5 the ordinary course of the Company Disclosure Schedulebusiness of Penseco and its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 2005 or has pending any proceeding, enforcement action or, to the knowledge of SellerPenseco, investigation into the business, disclosures or operations of any of the Companies Penseco or any of its Subsidiaries. Since January 1, 20062005, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerPenseco, investigation into the business, disclosures or operations of any of the Companies Penseco or any of its Subsidiaries. There is no unresolvedunresolved violation, or, to Seller’s knowledge, threatened criticism, comment, criticism or exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Penseco or any of its Subsidiaries. Since January 1, 2006, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business). (b) No Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries (each item in this sentence, a “Company Regulatory Agreement”), nor has any of the Companies or any of their Subsidiaries been advised since January 1, 2006 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement. (c) Seller has previously made available to Buyers an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with the SEC by Seller pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller SEC Reports”) and prior to the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller SEC Report or communication, at the time filed or communicated (or, if amended prior to the date hereof, as of the date of such amendment), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading. To the knowledge of Seller, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documents.its

Reports; Regulatory Matters. (a) Each Company and each of the Companies and their its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 with (i) any state regulatory authoritythe OTS, (ii) the SECFDIC, (iii) any foreign regulatory authorityAmerican Stock Exchange, and (iv) any self-state consumer finance or mortgage banking regulatory authorityauthority or other Agency, and (v) the SEC (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by them since January 1, 2006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth Other than with respect to the OTS Orders, and except for normal examinations conducted by a Regulatory Agency or other Governmental Entity in Section 3.5 the ordinary course of the business of Company Disclosure Scheduleand its Subsidiaries, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 or has pending any proceeding, enforcement action or, to the knowledge of SellerCompany, investigation into the business, disclosures or operations of any of the Companies Company or any of its Subsidiaries. Since January 1, 2006, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of SellerCompany, investigation into the business, disclosures or operations of any of the Companies Company or any of its Subsidiaries. There is no unresolved, or, to SellerCompany’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies Company or any of its Subsidiaries. Since January 1, 2006, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies Company or any of its Subsidiaries (other than normal inquiries made examinations conducted by a Regulatory Agency or other Governmental Entity in the Companies’ Company’s ordinary course of business). (b) No Other than in respect of the OTS Orders, neither Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to SellerCompany’s knowledge that, upon consummation of the transactions contemplated herebyMerger, would restrict in any material respect the conduct of the business of either Buyer Parent or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated savings and loan holding companies or their Subsidiaries (each item in this sentence, a “Company Regulatory Agreement”), nor has any of the Companies Company or any of their its Subsidiaries been advised since January 1, 2006 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement. (c) Seller Company has previously made available to Buyers Parent an accurate and complete copy of each (i) (A) each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Seller Company or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2006 (the “Seller Company SEC Reports”) and prior to the date of this Agreement and (B) a draft of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008 (the “Draft Third Quarter 10-Q”), which the Company shall file in final form with the SEC not later than November 15, 2008 and (ii) each communication mailed by Seller Company to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller Company SEC Report or communication, at the time filed filed, furnished or communicated (orand, if amended prior to in the date hereofcase of registration statements and proxy statements, as on the dates of effectiveness and the dates of the date of such amendmentrelevant meetings, respectively), with respect to the Companies and their Subsidiaries only, 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 made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. To As of their respective dates, all Company SEC Reports complied as to form in all material respects with the knowledge of Seller, other than as set forth in Section 3.5 published rules and regulations of the SEC with respect thereto. No executive officer of Company Disclosure Schedule, none has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Seller SEC Reports is Xxxxxxxx-Xxxxx Act of 2002 (the subject “Xxxxxxxx-Xxxxx Act”). (d) When filed with the SEC, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008: (i) will be substantively identical in all respects to the Draft Third Quarter 10-Q; (ii) will not contain any untrue statement of a material fact or omit to state any ongoing review material fact required to be stated therein or investigation by necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading; and (iii) will comply as to form in all material respects with the published rules and regulations of the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any thereto. The appropriate executive officers of such documentsCompany shall make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act in connection with the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008.