Common use of Regulatory Enforcement Matters Clause in Contracts

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries is subject or is party to, or has received any written notice that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any manner relates to their capital adequacy, their credit policies, or their management (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this Agreement. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2000, a recipient of any supervisory letter from, or since January 1, 2000, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2000, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries is subject or is party to, or has received any written notice that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any manner relates to their capital adequacy, their credit policies, or their management (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementEffect. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 1999, a recipient of any supervisory letter from, or since January 1, 1999, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 1999, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor or any of its subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been been, a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus ; and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementEffect. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, depositary institutions or holding companies of depository depositary institutions, or engaged in the insurance of depository depositary institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in None of the Registration StatementTrust, the Prospectus and the Disclosure Package, neither the Company ------------------------------- nor any of its subsidiaries subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any written notice from any Regulatory Agency (as defined below) that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, civil monetary penalty, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Regulatory Agency (as defined below) that that, in any such case, currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “"Regulatory Agreement”Action"), nor has the Trust, the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus Action; and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Trust, the Company or any of its subsidiaries whichsubsidiaries, except where such unresolved violation, criticism or exception would not, singly or in the reasonable judgment aggregate, have a Material Adverse Effect. If the Company is a bank holding company that is subject to the Bank Holding Company Act, it is a "well-run" bank holding company that satisfies the criteria of the Federal Reserve's regulations at 12 C.F.R. ss.225.14(c). Each of the Company's subsidiaries that is a depository institution, the accounts of which are insured by the FDIC (i) is expected to result "well-capitalized" within the meaning of 12 U.S.C. ss.1831o and applicable implementing regulations thereunder; and (ii) is not, and has not been notified by any Regulatory Agency that it is, in a Material Adverse Effect or is expected to prevent or materially delay "troubled condition" within the transactions contemplated by this Agreementmeaning of 12 U.S.C. ss.1831i and applicable implementing regulations thereunder. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, depositary institutions or holding companies of depository depositary institutions, or engaged in the insurance of depository depositary institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Trust, the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2001, a recipient of any supervisory letter from, or since January 1, 2001, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2001, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of the Subsidiaries is currently unable to pay dividends or make distributions to its shareholders with respect to any class of its equity securities, or prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise, and, in the reasonable judgment of the Company's management, neither the Company nor any of the Subsidiaries will be unable in the foreseeable future to pay dividends or make distributions with respect to any class of equity securities, or be prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2002, a recipient of any supervisory letter from, or since January 1, 2002, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2002, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of the Subsidiaries is currently unable to pay dividends or make distributions to its shareholders with respect to any class of its equity securities, or prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise, and, in the reasonable judgment of the Company's management, neither the Company nor any of the Subsidiaries will be unable in the foreseeable future to pay dividends or make distributions with respect to any class of equity securities, or be prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise.

Regulatory Enforcement Matters. Except as disclosed in None of the Registration StatementTrust, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries Subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any written notice from any Regulatory Agency (as defined below) that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, civil monetary penalty, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Regulatory Agency (as defined below) that that, in any such case, currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “"Regulatory Agreement”Action"), nor has the Trust, the Company or any of its subsidiaries Subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus Action; and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Trust, the Company or any of its subsidiaries whichSubsidiaries, except where such unresolved violation, criticism or exception would not, singly or in the reasonable judgment of the Companyaggregate, is expected to result in have a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementEffect. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, depositary institutions or holding companies of depository depositary institutions, or engaged in the insurance of depository depositary institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Trust, the Company or any of its subsidiariesSubsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2001, a recipient of any supervisory letter from, or since January 1, 2001, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2001, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of the Subsidiaries is currently unable to pay dividends or make distributions to its shareholders with respect to any class of its equity securities, or prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise, and, in the reasonable judgment of the Company’s management, neither the Company nor any of the Subsidiaries will be unable in the foreseeable future to pay dividends or make distributions with respect to any class of equity securities, or be prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise.

Regulatory Enforcement Matters. Except as disclosed in None of the Registration StatementTrust, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any written notice from any Regulatory Agency (as defined below) that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, civil monetary penalty, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Regulatory Agency (as defined below) that that, in any such case, currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “Regulatory AgreementAction”), nor has the Trust, the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus Action; and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Trust, the Company or any of its subsidiaries whichsubsidiaries, except where such unresolved violation, criticism or exception would not, singly or in the reasonable judgment aggregate, have a Material Adverse Effect. If the Company is a bank holding company that is subject to the Bank Holding Company Act, it is a “well-run” bank holding company that satisfies the criteria of the Federal Reserve’s regulations at 12 C.F.R. §225.14(c). Each of the Company’s subsidiaries that is a depository institution, the accounts of which are insured by the FDIC (i) is expected to result “well-capitalized” within the meaning of 12 U.S.C. §1831o and applicable implementing regulations thereunder; and (ii) is not, and has not been notified by any Regulatory Agency that it is, in a Material Adverse Effect or is expected to prevent or materially delay “troubled condition” within the transactions contemplated by this Agreementmeaning of 12 U.S.C. §1831i and applicable implementing regulations thereunder. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, depositary institutions or holding companies of depository depositary institutions, or engaged in the insurance of depository depositary institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Trust, the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of ------------------------------ its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2002, a recipient of any supervisory letter from, or since January 1, 2002, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2002, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of the Subsidiaries is currently unable to pay dividends or make distributions to its shareholders with respect to any class of its equity securities, or prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise, and, in the reasonable judgment of the Company's management, neither the Company nor any of the Subsidiaries will be unable in the foreseeable future to pay dividends or make distributions with respect to any class of equity securities, or be prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2003, a recipient of any supervisory letter from, or since January 1, 2003, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2003, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of the Subsidiaries is currently unable to pay dividends or make distributions to its shareholders with respect to any class of its equity securities, or prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise, and, in the reasonable judgment of the Company’s management, neither the Company nor any of the Subsidiaries will be unable in the foreseeable future to pay dividends or make distributions with respect to any class of equity securities, or be prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise.

Regulatory Enforcement Matters. Except as disclosed in the Registration StatementNeither Pinnacle, the Prospectus and the Disclosure Package, neither the Company Subsidiary Bank nor any of its other subsidiaries is subject or is party to, or has received any written notice or advice that any of them it may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined belowbelow in this Section 2.06) that in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their its business or that in any manner relates to their currently affects its capital adequacy, their its credit policies, its management or their management its business (each, a “"Regulatory Agreement”"), nor has Pinnacle, the Company Subsidiary Bank or any of its other subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement. Neither Indiana Federal Bank for Savings and Community Bank was, where prior to the effective date of their respective mergers with the Subsidiary Bank, subject or party to, or received any notice or advice that it may become subject or party to, any currently effective Regulatory Agreement, nor had Indiana Federal Bank for Savings or Community Bank been advised by any Regulatory Agency that it was considering issuing or requesting any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effecthaving any current effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of Pinnacle, the Company Subsidiary Bank, any other subsidiaries, or any corporations or financial institutions merged with and into Pinnacle or the Subsidiary Bank. Prior to the effective date of its subsidiaries whichtheir respective mergers with the Subsidiary Bank, in the reasonable judgment there was no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company, is expected to result in a Material Adverse Effect Indiana Federal Bank for Savings or is expected to prevent or materially delay the transactions contemplated by this AgreementCommunity Bank. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, banks or bank holding companies of depository institutionscompanies, or engaged in the insurance of depository institution bank deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company Pinnacle or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed set forth in Schedule 4.17, none of the Registration StatementTrust, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any written notice from any Regulatory Agency (as defined below) that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, civil monetary penalty, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Regulatory Agency (as defined below) that that, in any such case, currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “Regulatory AgreementAction”), nor has the Trust, the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus Action; and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Trust, the Company or any of its subsidiaries whichsubsidiaries, except where such unresolved violation, criticism or exception would not, singly or in the reasonable judgment aggregate, have a Material Adverse Effect. It meets the required capital levels for “well-capitalized” bank holding companies established by the Federal Reserve and in effect as of the date hereof. Each of the Company’s subsidiaries that is a depository institution, the accounts of which are insured by the FDIC (i) is expected to result “well-capitalized” within the meaning of 12 U.S.C. §1831o and applicable implementing regulations thereunder; and (ii) is not, and has not been notified by any Regulatory Agency that it is, in a Material Adverse Effect or is expected to prevent or materially delay “troubled condition” within the transactions contemplated by this Agreementmeaning of 12 U.S.C. §1831i and applicable implementing regulations thereunder. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Trust, the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries ------------------------------- Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 1999, a recipient of any supervisory letter from, or since January 1, 1999, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 1999, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries.

Regulatory Enforcement Matters. Except as disclosed in None of the Registration StatementTrust, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any written notice from any Regulatory Agency (as defined below) that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, civil monetary penalty, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Regulatory Agency (as defined below) that that, in any such case, currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “Regulatory AgreementAction”), nor has the Trust, the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus Action; and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Trust, the Company or any of its subsidiaries whichsubsidiaries, except where such unresolved violation, criticism or exception would not, singly or in the reasonable judgment aggregate, have a Material Adverse Effect. The Company meets the required capital levels for “well-capitalized” bank holding companies established by the Federal Reserve and in effect as of the date hereof. Each of the Company’s subsidiaries that is a depository institution, the accounts of which are insured by the FDIC (i) is expected to result “well-capitalized” within the meaning of 12 U.S.C. §1831o and applicable implementing regulations thereunder; and (ii) is not, and has not been notified by any Regulatory Agency that it is, in a Material Adverse Effect or is expected to prevent or materially delay “troubled condition” within the transactions contemplated by this Agreementmeaning of 12 U.S.C. §1831i and applicable implementing regulations thereunder. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Trust, the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed The Bank has complied, in all material respects, with all applicable rules and regulations of the Registration StatementOffice of the Comptroller of the Currency, the Prospectus Federal Deposit Insurance Corporation and the Disclosure Package, neither Federal Reserve Board. Neither the Company nor any of its subsidiaries Subsidiary is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, to any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiary been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory AgreementAgreement or that they may be subject to an investigation, where audit or other examination which is likely to lead to the imposition of any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statementcivil, the Prospectus monetary or other penalties, and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or of any of its subsidiaries Subsidiary which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementEffect. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, depositary institutions or holding companies of depository institutions, or engaged in the insurance of depository depositary institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiary.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries is subject or is party to, or has received any written notice that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any manner relates to their capital adequacy, their credit policies, or their management (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this Agreement. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in None of the Registration StatementTrust, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any written notice from any Regulatory Agency (as defined below) that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, civil monetary penalty, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Regulatory Agency (as defined below) that that, in any such case, currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “Regulatory AgreementAction”), nor has the Trust, the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus Action; and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Trust, the Company or any of its subsidiaries whichsubsidiaries, except where such unresolved violation, criticism or exception would not, singly or in the reasonable judgment aggregate, have a Material Adverse Effect. If the Company is a bank holding company that is subject to the Bank Holding Company Act, it is a “well-capitalized” bank holding company that satisfies the criteria of the Federal Reserve’s regulations at 12 C.F.R. §225.14(c). Each of the Company’s subsidiaries that is a depository institution, the accounts of which are insured by the FDIC (i) is expected to result “well-capitalized” within the meaning of 12 U.S.C. §1831o and applicable implementing regulations thereunder; and (ii) is not, and has not been notified by any Regulatory Agency that it is, in a Material Adverse Effect or is expected to prevent or materially delay “troubled condition” within the transactions contemplated by this Agreementmeaning of 12 U.S.C. §1831i and applicable implementing regulations thereunder. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Trust, the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in None of the Registration StatementTrust, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any written notice from any Regulatory Agency (as defined below) that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, civil monetary penalty, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Regulatory Agency (as defined below) that that, in any such case, currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “"Regulatory Agreement”Action"), nor has the Trust, the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus Action; and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Trust, the Company or any of its subsidiaries whichsubsidiaries, except where such unresolved violation, criticism or exception would not, singly or in the reasonable judgment aggregate, have a Material Adverse Effect. If the Company is a bank holding company that is subject to the Bank Holding Company Act, it is a "well-run" bank holding company that satisfies the criteria of the Federal Reserve's regulations at 12 C.F.R. ss.225.14(c). Each of the Company's subsidiaries that is a depository institution, the accounts of which are insured by the FDIC (i) is expected to result "well-capitalized" within the meaning of 12 U.S.C. ss.1831o and applicable implementing regulations thereunder; and (ii) is not, and has not been notified by any Regulatory Agency that it is, in a Material Adverse Effect or is expected to prevent or materially delay "troubled condition" within the transactions contemplated by this Agreementmeaning of 12 U.S.C. ss.1831i and applicable implementing regulations thereunder. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, depositary institutions or holding companies of depository depositary institutions, or engaged in the insurance of depository depositary institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Trust, the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2002, a recipient of any supervisory letter from, or since January 1, 2002, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2002, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of the Subsidiaries is currently unable to pay dividends or make distributions to its shareholders with respect to any class of its equity securities, or prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise, and, in the reasonable judgment of the Company’s management, neither the Company nor any of the Subsidiaries will be unable in the foreseeable future to pay dividends or make distributions with respect to any class of equity securities, or be prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries --------------------------------- Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2000, a recipient of any supervisory letter from, or since January 1, 2000, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2000, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. NO MATERIAL CHANGE. Since December 31, 2002, there has been no material ------------------ adverse change or development with respect to the condition (financial or otherwise), earnings, affairs, business, prospects or results of operations of the Company or its Subsidiaries on a consolidated basis, whether or not arising in the ordinary course of business. NO UNDISCLOSED LIABILITIES. Neither the Company nor any of its ---------------------------- Subsidiaries has any material liability, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for taxes (and there is no past or present fact, situation, circumstance, condition or other basis for any present or future action, suit, proceeding, hearing, charge, complaint, claim or demand against the Company or its Subsidiaries giving rise to any such liability), except (i) for liabilities set forth in the Financial Statements and (ii) normal fluctuation in the amount of the liabilities referred to in clause (i) above occurring in the ordinary course of business of the Company and all of its Subsidiaries since the date of the most recent balance sheet included in the Financial Statements.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of ------------------------------ its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2003, a recipient of any supervisory letter from, or since January 1, 2003, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2003, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of the Subsidiaries is currently unable to pay dividends or make distributions to its shareholders with respect to any class of its equity securities, or prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise, and, in the reasonable judgment of the Company's management, neither the Company nor any of the Subsidiaries will be unable in the foreseeable future to pay dividends or make distributions with respect to any class of equity securities, or be prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2004, a recipient of any supervisory letter from, or since January 1, 2004, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2004, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of the Subsidiaries is currently unable to pay dividends or make distributions to its shareholders with respect to any class of its equity securities, or prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise, and, in the reasonable judgment of the Company’s management, neither the Company nor any of the Subsidiaries will be unable in the foreseeable future to pay dividends or make distributions with respect to any class of equity securities, or be prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2003, a recipient of any supervisory letter from, or since January 1, 2003, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2003, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of the Subsidiaries is currently unable to pay dividends or make distributions to its shareholders with respect to any class of its equity securities, or prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise, and, in the reasonable judgment of the Company's management, neither the Company nor any of the Subsidiaries will be unable in the foreseeable future to pay dividends or make distributions with respect to any class of equity securities, or be prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise. No Material Change. Since December 31, 2006, there has been no material adverse change or development with respect to the condition (financial or otherwise), earnings, affairs, business, prospects or results of operations of the Company or its Subsidiaries on a consolidated basis, whether or not arising in the ordinary course of business.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries ------------------------------- Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2000, a recipient of any supervisory letter from, or since January 1, 2000, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2000, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries.

Regulatory Enforcement Matters. Except as disclosed in None of the Registration StatementTrust, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any written notice from any Regulatory Agency (as defined below) that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, civil monetary penalty, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Regulatory Agency (as defined below) that that, in any such case, currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “Regulatory AgreementAction”), nor has the Trust, the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory AgreementAction; and, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except except as disclosed in the Registration Statement, the Prospectus and the Disclosure Packagelisted on Schedule 4.17, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Trust, the Company or any of its subsidiaries whichsubsidiaries, except where such unresolved violation, criticism or exception would not, singly or in the reasonable judgment aggregate, have a Material Adverse Effect. The Company meets the required capital levels for “well-capitalized” bank holding companies established by the Federal Reserve and in effect as of the date hereof. Each of the Company’s subsidiaries that is a depository institution, the accounts of which are insured by the FDIC (i) is expected to result “well-capitalized” within the meaning of 12 U.S.C. §1831o and applicable implementing regulations thereunder; and (ii) is not, and has not been notified by any Regulatory Agency that it is, in a Material Adverse Effect or is expected to prevent or materially delay “troubled condition” within the transactions contemplated by this Agreementmeaning of 12 U.S.C. §1831i and applicable implementing regulations thereunder. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Trust, the Company or any of its subsidiaries. No Undisclosed Liabilities. Except as listed on Schedule 4.18, none of the Trust, the Company nor any of its subsidiaries has any material liability, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for taxes (and there is no past or present fact, situation, circumstance, condition or other basis for any present or future action, suit, proceeding, hearing, charge, complaint, claim or demand against the Company or its subsidiaries that could give rise to any such liability), except for (i) liabilities set forth in the Financial Statements or the Interim Financial Statements and (ii) normal fluctuations in the amount of the liabilities referred to in clause (i) above occurring in the ordinary course of business of the Trust, the Company and all of its subsidiaries since the date of the most recent balance sheet included in such Financial Statements.

Regulatory Enforcement Matters. Except as disclosed in None of the Registration StatementTrust, the Prospectus and the Disclosure Package, neither the Company ------------------------------- nor any of its subsidiaries subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any written notice from any Regulatory Agency (as defined below) that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, civil monetary penalty, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Regulatory Agency (as defined below) that that, in any such case, currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “"Regulatory Agreement”Action"), nor has the Trust, the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus Action; and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Trust, the Company or any of its subsidiaries whichsubsidiaries, except where such unresolved violation, criticism or exception would not, singly or in the reasonable judgment aggregate, have a Material Adverse Effect. The Company meets the required capital levels for "well-capitalized" bank holding companies established by the Federal Reserve and in effect as of the date hereof. Each of the Company's subsidiaries that is a depository institution, the accounts of which are insured by the FDIC (i) is expected to result "well-capitalized" within the meaning of 12 U.S.C. ss.1831o and applicable implementing regulations thereunder; and (ii) is not, and has not been notified by any Regulatory Agency that it is, in a Material Adverse Effect or is expected to prevent or materially delay "troubled condition" within the transactions contemplated by this Agreementmeaning of 12 U.S.C. ss.1831i and applicable implementing regulations thereunder. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Trust, the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of ------------------------------- its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2004, a recipient of any supervisory letter from, or since January 1, 2004, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2004, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of the Subsidiaries is currently unable to pay dividends or make distributions to its shareholders with respect to any class of its equity securities, or prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise, and, in the reasonable judgment of the Company's management, neither the Company nor any of the Subsidiaries will be unable in the foreseeable future to pay dividends or make distributions with respect to any class of equity securities, or be prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries is subject or is party to, or has received any written notice that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any manner relates to their capital adequacy, their credit policies, or their management (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this Agreement. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiaries.this

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2000, a recipient of any supervisory letter from, or since January 1, 2000, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2000, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries.

Regulatory Enforcement Matters. Except as disclosed in None of the Registration StatementTrust, the Prospectus and the Disclosure Package, neither the Company nor any of its subsidiaries subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any written notice from any Regulatory Agency (as defined below) that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, civil monetary penalty, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Regulatory Agency (as defined below) that that, in any such case, currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “Regulatory AgreementAction”), nor has the Trust, the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus Action; and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Trust, the Company or any of its subsidiaries whichsubsidiaries, except where such unresolved violation, criticism or exception would not, singly or in the reasonable judgment aggregate, have a Material Adverse Effect. If the Company is a bank holding company that is subject to the Bank Holding Company Act, it is a “well-run” bank holding company that satisfies the criteria of the Federal Reserve’s regulations at 12 C.F.R. §225.14(c). Each of the Company’s subsidiaries that is a depository institution, the accounts of which are insured by the FDIC (i) is expected to result “well-capitalized” within the meaning of 12 U.S.C. §1831o and applicable implementing regulations thereunder; and (ii) is not, and has not been notified by any Regulatory Agency that it is, in a Material Adverse Effect or is expected to prevent or materially delay “troubled condition” within the transactions contemplated by this Agreementmeaning of 12 U.S.C. §1831i and applicable implementing regulations thereunder. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Trust, the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus General Disclosure Package and the Disclosure PackageFinal Prospectus or except as would not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its subsidiaries is subject or is party to, or has received any written notice that any of them may or will become subject or party to any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any manner relates to their capital adequacy, their credit policies, or their management (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus General Disclosure Package and the Disclosure PackageFinal Prospectus, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementEffect. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, or holding companies of depository institutions, or engaged in the insurance of depository institution depositsdeposits (including the FDIC), or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiaries.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of ------------------------------ its subsidiaries Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2004, a recipient of any supervisory letter from, or since January 1, 2004, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2004, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any of the Subsidiaries is currently unable to pay dividends or make distributions to its shareholders with respect to any class of its equity securities, or prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise, and, in the reasonable judgment of the Company's management, neither the Company nor any of the Subsidiaries will be unable in the foreseeable future to pay dividends or make distributions with respect to any class of equity securities, or be prohibited from paying principal or interest on its debt obligations, due to a restriction or limitation, whether by statute, contract or otherwise.

Regulatory Enforcement Matters. Except as disclosed The Bank has complied, in all material respects, with all applicable rules and regulations of the Registration StatementOffice of the Comptroller of the Currency, the Prospectus Federal Deposit Insurance Corporation and the Disclosure Package, neither Federal Reserve Board. Neither the Company nor any of its subsidiaries Subsidiary is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, to any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their management or their management business (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries Subsidiary been advised in writing by any Regulatory Agency that it is considering issuing or requesting any such Regulatory AgreementAgreement or that they may be subject to an investigation, where audit or other examination which is likely to lead to the imposition of any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statementcivil, the Prospectus monetary or other penalties, and the Disclosure Package, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or of any of its subsidiaries Subsidiary which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementEffect. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, depositary institutions or holding companies of depository institutions, or engaged in the insurance of depository depositary institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiary.

Regulatory Enforcement Matters. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, neither Neither the Company nor any of its subsidiaries --------------------------------- Subsidiaries is subject or is party to, or has received any written notice or advice that any of them may or will become subject or party to to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been since January 1, 2000, a recipient of any supervisory letter from, or since January 1, 2000, has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restricts in any material respect (considered on a consolidated basis) currently relates to or restricts the conduct of their business or that in any material manner relates to their capital adequacy, their credit policies, their ability or authority to pay dividends or make distributions to their shareholders or make payments of principal or interest on their debt obligations, their management or their management business (each, a “"Regulatory Agreement”"), nor has the Company or any of its subsidiaries Subsidiaries been advised in writing since January 1, 2000, by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there There is no material unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examination examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect or is expected to prevent or materially delay the transactions contemplated by this AgreementSubsidiaries. As used herein, the term “"Regulatory Agency” " means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies of depository institutionscompanies, or engaged in the insurance of depository institution deposits, or engaged in the regulation and enforcement of consumer financial services, or any court, administrative agency or commission or other federal or state governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of its subsidiariesSubsidiaries.