Common use of Securities Documents and Regulatory Reports Clause in Contracts

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror has previously delivered or made available to Seller an accurate and complete copy of such Acquiror SEC Documents. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 2009, Acquiror and Acquiror Sub have duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror has delivered or made available to Seller accurate and complete copies of such reports, forms, correspondence, registrations and statements.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror Advance has previously delivered or made available to Seller an accurate and Parkvale a complete copy of, and Advance Disclosure Schedule 2.09(a) lists, each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials) filed pursuant to the Securities Act of such Acquiror SEC Documents. As of their respective filing dates (and, in the case of registration statements and proxy statements1933, as of the dates of their effectiveness and the dates of mailing, respectivelyamended ("1933 Act"), except to or the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which caseSecurities Exchange Act of 1934, as of the date of such amendmentamended ("1934 Act"), each or mailed by Advance to its stockholders as a class since January 1, 2001. Each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 20092001, Acquiror Advance and Acquiror Sub have each of the Advance Subsidiaries has duly filed all with the OTS, in materially correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB filed under applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror Advance has delivered or made available to Seller Parkvale accurate and complete copies of such reports. Advance Disclosure Schedule 2.09 lists all examinations of Advance or of the Advance Subsidiaries conducted by the applicable regulatory authorities since January 1, forms2001 and the dates of any responses thereto submitted by Advance or Advance Savings. In connection with the most recent examinations of Advance or the Advance Subsidiaries by the applicable regulatory authorities, correspondenceneither Advance nor any of the Advance Subsidiaries were required to correct or change any action, registrations and statementsprocedure or proceeding which Advance or such Advance Subsidiaries believe has not been now corrected or changed as required.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror Seller has previously delivered or made available to Seller an accurate and Franklin a complete copy of such Acquiror SEC Documents. As each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials) filed pursuant to the Securities Act of their respective filing dates (and, in the case of registration statements and proxy statements1933, as of amended (the dates of their effectiveness and the dates of mailing, respectively"1933 ACT"), except to or the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which caseSecurities Exchange Act of 1934, as of amended (the date of such amendment"1934 ACT"), or mailed by Seller to its stockholders as a class since January 1, 2000, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly or provided to Franklin prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 2009, Acquiror Seller and Acquiror Sub have each of the Seller Subsidiaries has duly filed all with the OTS, the TSLD and the FDIC in correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB filed under applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror Seller has delivered or made available to Seller Franklin accurate and complete copies of such reports. Seller Disclosure Schedule 3.9(b) lists all examinations of Seller or of the Seller Subsidiaries conducted by the applicable thrift regulatory authorities since January 1, forms2000 and the dates of any responses thereto submitted by Seller. In connection with the most recent examinations of Seller or the Seller Subsidiaries by the applicable thrift regulatory authorities, correspondenceneither Seller nor any of the Seller Subsidiaries was required to correct or change any action, registrations and statementsprocedure or proceeding which Seller or such Seller Subsidiaries believes has not been now corrected or changed as required.

Securities Documents and Regulatory Reports. (a) Since January 1MBFI’s Securities Documents filed after December 31, 20092002, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror has previously delivered or made available to Seller an accurate and complete copy of such Acquiror SEC Documents. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, i) complied in all material respects with all the applicable Laws (including, without limitation, requirements under the 1933 Securities Act or the Exchange Act, as the 1934 Act case may be, and the Xxxxxxxx-Xxxxx Act of 2002, as amended(ii) and did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; providedand each of the balance sheets contained in or incorporated by reference into any such Securities Document (including the related notes and schedules thereto) fairly presents, that information in all material respects, the financial position of MBFI and its Subsidiaries as of a later date filed publicly prior its date, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such Securities Documents (including any notes or schedules thereto) fairly presents, in all material respects, the results of operations, changes in shareholders’ equity and cash flows, as the case may be, of MBFI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the date hereof shall periods involved, except in each case as may be deemed noted therein, subject to modify information as non-material, normal year-end audit adjustments and the absence of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or footnotes in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, case of unaudited financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commissionstatements. (b) Since January 1, 2009, Acquiror MBFI and Acquiror Sub its Subsidiaries have duly and timely filed with all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments applicable Regulatory Authorities all reports required to be made filed by them under applicable laws and regulations and such reports were complete and accurate in all material respects and in compliance with respect theretothe requirements of applicable laws and regulations. In connection with the examinations of MB Bank since December 31, that they were 2002 by the OCC or any other Regulatory Authority, MB Bank was not required to file with the MCBcorrect or change any action, the FDIC, the FRB and any other federal procedure or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent proceeding which MBFI believes has not prohibited by Law, Acquiror has delivered been corrected or made available to Seller accurate and complete copies of such reports, forms, correspondence, registrations and statementschanged as required.

Securities Documents and Regulatory Reports. (a) Since January 1, 20091995, the Acquiror has timely filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports (and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant since April 1997 the AMEX to the 1933 Act, the 1934 Act, or extent specifically required by the rules and regulations promulgated thereof) all Securities Documents required by the Commission (all Securities Laws and such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror has previously delivered or made available to Seller an accurate and complete copy of such Acquiror SEC Documents. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, Securities Documents complied in all material respects respect with all applicable the Securities Laws (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 20091995, the Acquiror and the Acquiror Sub have Bank has duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with the MCBFRB, the FDIC, the FRB NYSBD and any other applicable federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subbanking authority, as the case may be, in correct form the reports required to be filed under applicable laws and have paid regulations and such reports were in all fees material respects complete and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror has delivered or made available to Seller accurate and complete copies in compliance with the requirements of such reportsapplicable laws and regulations. In connection with the most recent examinations of the Acquiror or the Acquiror Bank by the FRB, formsthe FDIC or the NYSBD, correspondenceas the case may be, registrations neither the Acquiror nor the Acquiror Bank was required to correct or change any action, procedure or proceeding which the Acquiror or the Acquiror Bank believes has not been corrected or changed as required as of the date hereof and statementswhich could have a Material Adverse Effect on the Acquiror.

Securities Documents and Regulatory Reports. (a) Since January 1MutualFirst’s Securities Documents filed after December 31, 20092003, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror has previously delivered or made available to Seller an accurate and complete copy of such Acquiror SEC Documents. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, i) complied in all material respects with all the applicable Laws (including, without limitation, requirements under the 1933 Securities Act or the Exchange Act, as the 1934 Act case may be, and the Xxxxxxxx-Xxxxx Act of 2002, as amended(ii) and did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; providedand each of the balance sheets contained in or incorporated by reference into any such Securities Document (including the related notes and schedules thereto) fairly presents, that information in all material respects, the financial position of MutualFirst and its Subsidiaries as of a later date filed publicly prior its date, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such Securities Documents (including any notes or schedules thereto) fairly presents, in all material respects, the results of operations, changes in shareholders’ equity and cash flows, as the case may be, of MutualFirst and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the date hereof shall periods involved, except in each case as may be deemed noted therein, subject to modify information as non-material, normal year-end audit adjustments and the absence of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or footnotes in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, case of unaudited financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commissionstatements. (b) Since January 1, 2009, Acquiror MutualFirst and Acquiror Sub its Subsidiaries have duly and timely filed with all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments applicable Regulatory Authorities all reports required to be made filed by them under applicable laws and regulations and such reports were complete and accurate in all material respects and in compliance with respect theretothe requirements of applicable laws and regulations. In connection with the examinations of XXXX since December 31, that they were 2003 by the OTS, the FDIC or any other Regulatory Authority, XXXX was not required to file with the MCBcorrect or change any action, the FDIC, the FRB and any other federal procedure or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent proceeding which MutualFirst believes has not prohibited by Law, Acquiror has delivered been corrected or made available to Seller accurate and complete copies of such reports, forms, correspondence, registrations and statementschanged as required.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror BYL has previously delivered or made available to Seller an accurate and PBOC a complete copy of such Acquiror SEC Documents. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except all Securities Documents filed by BYL pursuant to the extent that any Acquiror SEC Document Securities Laws or mailed by BYL to its shareholders as a class since January 1, 1995. BYL has been amended timely filed with the Commission all Securities Documents required by a subsequently filed Acquiror SEC Document prior to the date hereof, in which case, as of the date of Securities Laws and such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, Securities Documents complied in all material respects with all applicable the Securities Laws (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 20091995, Acquiror BYL and Acquiror Sub BYL Bank have duly filed all with the appropriate regulatory authorities, in correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they filed under applicable laws and regulations and such reports were required to file in all material respects complete and accurate and in compliance with the MCB, the FDIC, the FRB requirements of applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and BYL and BYL Bank have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror has previously delivered or made available to Seller PBOC accurate and complete copies of all such reports. In connection with the most recent examinations of BYL and BYL Bank by the appropriate regulatory authorities, formsneither BYL nor BYL Bank were required to correct or change any action, correspondenceprocedure or proceeding which BYL and BYL Bank believe in good faith has not been now corrected or changed, registrations other than corrections or changes which, if not made, either individually or in the aggregate, would not have a Material Adverse Effect. The most recent regulatory rating given to BYL Bank as to compliance with the CRA is "satisfactory." To the best knowledge of BYL and statementsBYL Bank, since its last regulatory examination of CRA compliance, BYL Bank has not received any complaints as to CRA compliance.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror SFSB has previously delivered or made available to Seller an accurate and Laurel a complete copy of such Acquiror SEC Documents. As each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials) filed pursuant to the Securities Act of their respective filing dates (and, in the case of registration statements and proxy statements1933, as of the dates of their effectiveness and the dates of mailing, respectivelyamended ("1933 Act"), except to or the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which caseSecurities Exchange Act of 1934, as of the date of such amendmentamended ("1934 Act"), or mailed by SFSB to its stockholders as a class since January 1, 1999, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 20091999, Acquiror SFSB and Acquiror Sub Stanton Savings have duly filed all xxxx xiled with the OTS, in materially correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB filed under applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror SFSB has delivered or made available to Seller Laurel accurate and complete copies of such reports. SFSB Disclosure Schedule 2.09 lists all examinations of SFSB or Stanton Savings conducxxx xx the applicable regulatory authorities since January 1, forms1999 and the dates of any responses thereto submitted by SFSB or Stanton Savings. Excexx xx xet forth in SFSB Disclosure Schedule 2.09, correspondencein connection with the most recent examinations of SFSB or Stanton Savings by the xxxxxxable regulatory authorities, registrations and statementsneither SFSB nor Stanton Savings were rxxxxxxx to correct or change any action, procedure or proceeding which SFSB or Stanton Savings beliexx xxx not been now corrected or changed as required other than corrections or changes which, if not made, either individually or in the aggregate, would not have a Material Adverse Effect.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror NCSB has previously delivered or made available to Seller an accurate and Bancorp a complete copy of such Acquiror SEC Documents. As each final registration statement, offering circular, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials) filed pursuant to the Securities Act of their respective filing dates (and, in the case of registration statements and proxy statements1933, as of the dates of their effectiveness and the dates of mailing, respectivelyamended ("1933 Act"), except to or the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which caseSecurities Exchange Act of 1934, as of the date of such amendmentamended ("1934 Act"), or mailed by NCSB to its stockholders as a class since January 1, 1996, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 2009, Acquiror and Acquiror Sub have NCSB has duly filed all with the FDIC in correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB filed under applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror NCSB has delivered or made available to Seller Bancorp accurate and complete copies of such reports. NCSB Disclosure Schedule 2.09(b) lists all examinations of NCSB conducted by the applicable regulatory authorities since January 1, forms1992 and the dates of any responses thereto submitted by NCSB. In connection with the most recent examinations of NCSB by the applicable regulatory authorities, correspondenceNCSB was not required to correct or change any action, registrations and statementsprocedure or proceeding which NCSB believes has not been now corrected or changed as required.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror USAB has previously delivered or made available to Seller an accurate and BFHI a complete copy of such Acquiror SEC Documents. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except all Securities Documents filed by USAB pursuant to the extent that any Acquiror SEC Document Securities Laws or mailed by the Company to its shareholders as a class since January 1, 1997. USAB has been amended filed with the Commission all Securities Documents required by a subsequently filed Acquiror SEC Document prior to the date hereof, in which case, as of the date of Securities Laws and such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, Securities Documents complied in all material respects with all applicable the Securities Laws (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 20091997, Acquiror USAB and Acquiror Sub the Bank have duly filed all with the appropriate regulatory authorities (excluding the Commission), the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made filed under applicable laws and regulations and such reports, as the same may have been amended from time to time, were in all material respects complete and accurate and in compliance with the requirements of applicable laws and regulations (except with respect thereto, that they were required to file with the MCB, the FDIC, the FRB and timeliness of any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subsuch filings), and USAB and the Bank have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror has previously delivered or made available to Seller BFHI accurate and complete copies of all such reports. In connection with the most recent examinations of USAB and the Bank by the appropriate regulatory authorities, formsneither USAB nor the Bank were required to correct or change any action, correspondenceprocedure or proceeding which USAB or the Bank believes in good faith has not been now corrected or changed, registrations other than corrections or changes which, if not made, either individually or in the aggregate, would not have a Material Adverse Effect on USAB and statementsits Subsidiaries considered as one enterprise. The most recent regulatory rating given to the Bank as to compliance with the CRA is at least "satisfactory." To the knowledge of USAB and the Bank, since its last regulatory examination of CRA compliance, the Bank has not received any complaints as to CRA compliance.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror PHSB has previously delivered or made available to Seller an accurate and ESB a complete copy of such Acquiror SEC Documents. As each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials) filed pursuant to the Securities Act of their respective filing dates (and, in the case of registration statements and proxy statements1933, as of the dates of their effectiveness and the dates of mailing, respectivelyamended (“1933 Act”), except to or the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which caseSecurities Exchange Act of 1934, as of the date of such amendmentamended (“1934 Act”), or mailed by PHSB to its stockholders as a class since January 1, 2001, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 2009, Acquiror PHSB and Acquiror Sub have each of the PHSB Subsidiaries has duly filed all with the Federal Reserve Board, the Department and the FDIC in correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB filed under applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror PHSB has delivered or made available to Seller ESB accurate and complete copies of such reports. PHSB Disclosure Schedule 2.09(b) lists all examinations of PHSB or of the PHSB Subsidiaries conducted by the applicable bank regulatory authorities since January 1, forms2001 and the dates of any responses thereto submitted by PHSB. In connection with the most recent examinations of PHSB or the PHSB Subsidiaries by the applicable bank regulatory authorities, correspondenceneither PHSB nor any of the PHSB Subsidiaries was required to correct or change any action, registrations and statementsprocedure or proceeding which PHSB or such PHSB Subsidiaries believes has not been now corrected or changed as required.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror Bancorp has previously delivered or made available to Seller an accurate and NCSB a complete copy of such Acquiror SEC Documents. As of their respective filing dates each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except other than general advertising materials) filed pursuant to the extent that any Acquiror SEC Document has been amended 1933 Act or the 1934 Act or mailed by Bancorp to its stockholders as a subsequently filed Acquiror SEC Document prior to the date hereofclass since January 1, in which case1994, as of the date of such amendment, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 2009, Acquiror Each of Bancorp and Acquiror Sub have the Bank has duly filed all with the OTS and the FDIC in correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB filed under applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and Bancorp and the Bank have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror has delivered or made available to Seller NCSB accurate and complete copies of such reports. Bancorp Disclosure Schedule 3.07(b) lists all examinations of Bancorp or of the Bank conducted by the applicable thrift regulatory authorities since January 1, forms1994 and the dates of any responses thereto submitted by Bancorp or the Bank. In connection with the most recent examinations of Bancorp or the Bank by the applicable thrift regulatory authorities, correspondenceneither Bancorp nor the Bank was required to correct or change any action, registrations and statementsprocedure or proceeding which Bancorp or the Bank believes has not been now corrected or changed as required.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Seller has previously delivered or made available to Acquiror has filed or furnished on a timely basis with the Commission all an accurate and complete copy of each final registration statementsstatement, prospectusesprospectus, annual, quarterly or current reports report and definitive proxy statements statement or other communications communication (other than general advertising materials), forms, reports, schedules, statements report or other documents required to be statement filed or furnished by it pursuant to the Securities Act of 1933, as amended (the “1933 Act, the 1934 Act”), or the rules and regulations promulgated by the Commission Securities Exchange Act of 1934, as amended (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents1934 Act”). Acquiror has previously delivered , or made available mailed by Seller to Seller an accurate its stockholders as a class since January 1, 2001, and complete copy of such Acquiror SEC Documents. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, report or statement or other document, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly or provided to Acquiror prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 2009, Acquiror Seller and Acquiror Sub have each of the Seller Subsidiaries has duly filed all with the OTS, the TSLD and the FDIC in correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB filed under applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror Seller has delivered or made available to Seller Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9(b) lists all examinations of Seller or of the Seller Subsidiaries conducted by the applicable thrift regulatory authorities since January 1, forms2001 and the dates of any responses thereto submitted by Seller. In connection with the most recent examinations of Seller or the Seller Subsidiaries by the applicable thrift regulatory authorities, correspondenceneither Seller nor any of the Seller Subsidiaries was required to correct or change any action, registrations and statementsprocedure or proceeding which Seller believes has not been now corrected or changed as required.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror PFS has previously delivered or made available to Seller an accurate and Bancorp a complete copy of such Acquiror SEC Documents. As each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials) filed pursuant to the Securities Act of their respective filing dates (and, in the case of registration statements and proxy statements1933, as of the dates of their effectiveness and the dates of mailing, respectivelyamended (“1933 Act”), except to or the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which caseSecurities Exchange Act of 1934, as of the date of such amendmentamended (“1934 Act”), or mailed by PFS to its stockholders as a class since January 1, 2001, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made thereinherein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 20092001, Acquiror PFS and Acquiror Sub the Association have duly filed all with the OTS in correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB filed under applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror PFS has delivered or made available to Seller Bancorp accurate and complete copies of such reports. PFS Disclosure Schedule 2.09 lists all examinations of PFS or the Association conducted by the applicable regulatory authorities since January 1, forms2001 and the dates of any responses thereto submitted by PFS or the Association. Except as set forth in PFS Disclosure Schedule 2.09, correspondencein connection with the most recent examinations of PFS or the Association by the applicable regulatory authorities, registrations and statementsneither PFS nor the Association were required to correct or change any action, procedure or proceeding which PFS or the Association believe has not been now corrected or changed as required other than corrections or changes which, if not made, either individually or in the aggregate, would not have a Material Adverse Effect.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror PHSB has previously delivered or made available to Seller an accurate and ESB a complete copy of such Acquiror SEC Documents. As each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials) filed pursuant to the Securities Act of their respective filing dates (and, in the case of registration statements and proxy statements1933, as of the dates of their effectiveness and the dates of mailing, respectivelyamended ("1933 Act"), except to or the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which caseSecurities Exchange Act of 1934, as of the date of such amendmentamended ("1934 Act"), or mailed by PHSB to its stockholders as a class since January 1, 2001, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 2009, Acquiror PHSB and Acquiror Sub have each of the PHSB Subsidiaries has duly filed all with the Federal Reserve Board, the Department and the FDIC in correct form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB filed under applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror PHSB has delivered or made available to Seller ESB accurate and complete copies of such reports. PHSB Disclosure Schedule 2.09(b) lists all examinations of PHSB or of the PHSB Subsidiaries conducted by the applicable bank regulatory authorities since January 1, forms2001 and the dates of any responses thereto submitted by PHSB. In connection with the most recent examinations of PHSB or the PHSB Subsidiaries by the applicable bank regulatory authorities, correspondenceneither PHSB nor any of the PHSB Subsidiaries was required to correct or change any action, registrations and statementsprocedure or proceeding which PHSB or such PHSB Subsidiaries believes has not been now corrected or changed as required.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror has previously delivered or made available to Seller an accurate and a complete copy of such Acquiror SEC Documents. As of their respective filing dates each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except other than general advertising materials) filed pursuant to the extent that any 1933 Act or the 1934 Act, or mailed by Acquiror SEC Document has been amended by to its stockholders as a subsequently filed Acquiror SEC Document prior to the date hereofclass since January 1, in which case2001, as of the date of such amendment, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitationrules, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly or provided to Seller prior to the date hereof shall be deemed to modify information as of an earlier date. To Acquiror and each of the Knowledge of Acquiror, there is no fact or circumstance that, individually or in Acquiror Subsidiaries has duly filed with the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affectFederal Reserve Board, the business, financial condition, results Office of operations or prospects the Comptroller of Acquiror the Currency and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or FDIC in correct form the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 2009, Acquiror and Acquiror Sub have duly filed all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB filed under applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror has delivered or made available to Seller accurate and complete copies of such reports. Acquiror Disclosure Schedule 4.6 lists all examinations of Acquiror or of the Acquiror Subsidiaries conducted by the applicable bank regulatory authorities since January 1, forms2001 and the dates of any responses thereto submitted by Acquiror. In connection with the most recent examinations of Acquiror or the Acquiror Subsidiaries by the applicable bank regulatory authorities, correspondenceneither Acquiror nor any Acquiror Subsidiary was required to correct or change any action, registrations and statementsprocedure or proceeding which Acquiror or such Acquiror Subsidiary believes has not been now corrected or changed as required.

Securities Documents and Regulatory Reports. (a) Since January 1, 20091993, the Acquiror has timely filed or furnished on a timely basis with the Commission and the NASD all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents Securities Documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all Securities Laws and such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror has previously delivered or made available to Seller an accurate and complete copy of such Acquiror SEC Documents. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, Securities Documents complied in all material respects respect with all applicable the Securities Laws (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 20091993, the Acquiror and each Acquiror Sub have Subsidiary which is an insured depository institution under the FDIA has duly filed all monthlywith the FRB, quarterly the OCC, the FDIC and annual reportsthe Pennsylvania Department of Banking, formsas the case may be, correspondence, registrations and statements, together with any amendments in correct form the reports required to be made filed under applicable laws and regulations and such reports were in all material respects complete and accurate and in compliance with respect theretothe requirements of applicable laws and regulations. In connection with the most recent examinations of the Acquiror or an Acquiror Subsidiary by the FRB, that they were the OCC, the FDIC or the Pennsylvania Department of Banking, neither the Acquiror nor any Acquiror Subsidiary was required to file with correct or change any action, procedure or proceeding which the MCB, Acquiror or the FDIC, Acquiror Subsidiary believes has not been corrected or changed as required as of the FRB date hereof and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Sub, and which could have paid all fees and assessments due and payable in connection therewith. To a Material Adverse Effect on the extent not prohibited by Law, Acquiror has delivered or made available to Seller accurate and complete copies of such reports, forms, correspondence, registrations and statementsAcquiror.

Securities Documents and Regulatory Reports. (a) Since January 1MFB’s Securities Documents filed after September 30, 20092003, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror has previously delivered or made available to Seller an accurate and complete copy of such Acquiror SEC Documents. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, i) complied in all material respects with all the applicable Laws (including, without limitation, requirements under the 1933 Securities Act or the Exchange Act, as the 1934 Act case may be, and the Xxxxxxxx-Xxxxx Act of 2002, as amended(ii) and did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, that information and each of the balance sheets contained in or incorporated by reference into any such Securities Document (including the related notes and schedules thereto) fairly presents in all material respects the financial position of MFB and its Subsidiaries as of a later date filed publicly prior its date, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such Securities Documents (including any notes or schedules thereto) fairly presents, in all material respects, the results of operations, changes in shareholders’ equity and cash flows, as the case may be, ofMFB and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the date hereof shall periods involved, except in each case as may be deemed noted therein, subject to modify information as non-material, normal year-end audit adjustments and the absence of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or footnotes in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, case of unaudited financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commissionstatements. (b) Since January 1, 2009, Acquiror MFB and Acquiror Sub its Subsidiaries have duly and timely filed with all monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments applicable Regulatory Authorities all reports required to be made filed by them under applicable laws and regulations and such reports were complete and accurate in all material respects and in compliance with respect theretothe requirements of applicable laws and regulations. In connection with the examinations of MFB Financial since September 30, that they were 2003 by the OTS, the FDIC or any other Regulatory Authority, MFB Financial was not required to file with correct or change any action, procedure or proceeding which MFB believes has not been corrected or changed as required. As of the MCBdate hereof, the FDIClast examination of MFB Financial by the OTS was as of June 25, the FRB and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror has delivered or made available to Seller accurate and complete copies of such reports, forms, correspondence, registrations and statements2007.

Securities Documents and Regulatory Reports. (a) Since January 1, 2009, Acquiror has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror SFSB has previously delivered or made available to Seller an accurate and Laurel a complete copy of such Acquiror SEC Documents. As each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials) filed pursuant to the Securities Act of their respective filing dates (and, in the case of registration statements and proxy statements1933, as of the dates of their effectiveness and the dates of mailing, respectivelyamended ("1933 Act"), except to or the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which caseSecurities Exchange Act of 1934, as of the date of such amendmentamended ("1934 Act"), or mailed by SFSB to its stockholders as a class since January 1, 1999, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, form, report, schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (includingstatutes, without limitation, the 1933 Act, the 1934 Act rules and the Xxxxxxxx-Xxxxx Act of 2002, as amended) regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, provided that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 20091999, Acquiror SFSB and Acquiror Sub Stanton Savings have duly filed all with the OTS, in materixxxx xxrrect form the monthly, quarterly and annual reports, forms, correspondence, registrations and statements, together with any amendments reports required to be made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB filed under applicable laws and any other federal or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Subregulations, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror SFSB has delivered or made available to Seller Laurel accurate and complete copies of such reports. SFSB Disclosure Schedule 2.09 lists all examinations of SFSB or Stanton Savings conducted by the applicable regulatory xxxxxxxties since January 1, forms1999 and the dates of any responses thereto submitted by SFSB or Stanton Savings. Except as set forth in SFSB Disclosurx Xxxxxule 2.09, correspondencein connection with the most recent examinations of SFSB or Stanton Savings by the applicable regulatory authoritiex, registrations and statementsxxxxher SFSB nor Stanton Savings were required to correct or change any xxxxxx, procedure or proceeding which SFSB or Stanton Savings believe has not been now corrected or cxxxxxx as required other than corrections or changes which, if not made, either individually or in the aggregate, would not have a Material Adverse Effect.

Securities Documents and Regulatory Reports. (a) Since January 1, 20091993, the Acquiror has timely filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and definitive proxy statements or other communications (other than general advertising materials), forms, reports, schedules, statements or other documents Securities Documents required to be filed or furnished by it pursuant to the 1933 Act, the 1934 Act, or the rules and regulations promulgated by the Commission (all Securities Laws and such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Acquiror SEC Documents”). Acquiror has previously delivered or made available to Seller an accurate and complete copy of such Acquiror SEC Documents. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Acquiror SEC Document has been amended by a subsequently filed Acquiror SEC Document prior to the date hereof, in which case, as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, report, schedule, statement or other document, as of its date, Securities Documents complied in all material respects respect with all applicable the Securities Laws (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) and did not contain con- tain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances circum- stances under which they were made, not misleading; provided, that information as of a later date filed publicly prior to the date hereof shall be deemed to modify information as of an earlier date. To the Knowledge of Acquiror, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, results of operations or prospects of Acquiror and Acquiror Sub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Acquiror’s subsidiaries is required to file periodic reports with the Commission. (b) Since January 1, 20091993, the Acquiror, the Ac- quiror Sub and each Acquiror and Acquiror Sub have Subsidiary which is an insured depository institution under the FDIA has duly filed all monthlywith the FRB, quarterly the OCC, the FDIC and annual reportsthe Superintendent, formsas the case may be, correspondence, registrations and statements, together with any amendments in correct form the reports required to be made filed under ap- plicable laws and regulations and such reports were in all ma- terial respects complete and accurate and in compliance with respect theretothe requirements of applicable laws and regulations. In con- nection with the most recent examinations of the Acquiror or an Acquiror Subsidiary by the FRB, that they were the OCC, the FDIC or the Super- intendent, neither the Acquiror nor any Acquiror Subsidiary was required to file with correct or change any action, procedure or proceed- ing which the MCB, Acquiror or the FDIC, the FRB and any other federal Acquiror Subsidiary believes has not been corrected or state Governmental Entity having jurisdiction over Acquiror and/or Acquiror Sub, and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by Law, Acquiror has delivered or made available to Seller accurate and complete copies of such reports, forms, correspondence, registrations and statementschanged as required.