Common use of Regulatory Reports Clause in Contracts

Regulatory Reports. NYCB and each of the NYCB Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2018 with any Governmental Entities, including any report, form, correspondence, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable) such report, form, correspondence, registration or statement or to pay such fees and assessments would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCB. Subject to Section 9.15 and except for normal examinations conducted by a Governmental Entity in the ordinary course of business of NYCB and the NYCB Subsidiaries, no Governmental Entity has initiated or has pending any proceeding or, to the knowledge of NYCB, investigation into the business or operations of NYCB or any of the NYCB Subsidiaries since January 1, 2018, except where such proceedings or investigations would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCB. Subject to Section 9.15, there (a) is no unresolved violation, criticism, or exception by any Governmental Entity with respect to any report or statement relating to any examinations or inspections of NYCB or any of the NYCB Subsidiaries, and (b) has been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of NYCB or any of the NYCB Subsidiaries since January 1, 2018, in each case, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCB.

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

Regulatory Reports. NYCB Each of BancPlus and each of the NYCB its Subsidiaries have has timely filed (or furnished, as applicable) , in correct form all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) , since January 1, 2018 2019 with (i) the FRB, (ii) the FDIC, (iii) any Governmental Entitiesstate or foreign regulatory authority, including and (iv) any reportSRO (individually, forma “Regulatory Agency” and collectively, correspondencethe “Regulatory Agencies”), registration and all other reports and statements required to be filed or furnished by them since January 1, 2019, including, without limitation, any report or statement required to be filed (or furnished, as applicable) furnished pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Governmental EntityRegulatory Agency, and have paid in full all fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable) furnish such report, form, correspondence, registration or statement or to pay such fees and assessments would not reasonably be expected to haveassessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NYCB. Subject to Section 9.15 BancPlus and except with respect to Taxes. As of their filing date, each such report or other filing did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except for normal examinations conducted by a Governmental Entity Regulatory Agency in the ordinary course of the business of NYCB BancPlus and the NYCB its Subsidiaries, no Governmental Entity Regulatory Agency has initiated or has pending any proceeding or examination, or, to the knowledge of NYCBBancPlus, investigation into the business or operations of NYCB BancPlus or any of the NYCB its Subsidiaries since January 1, 20182019, except where such proceedings or investigations would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on NYCBBancPlus, or threatened in writing to initiate any of the foregoing. Subject to Section 9.15, there There (ax) is no material unresolved violation, criticism, or exception by any Governmental Entity Regulatory Agency with respect to any written report or statement relating to any examinations or inspections of NYCB BancPlus or any of the NYCB Subsidiaries, its Subsidiaries and (by) has been are no material formal or informal inquiries byinquires by (other than in the ordinary course of routine regulatory examinations and {JX489484.11} PD.35183901.7 visitations), or material disagreements or disputes with, any Governmental Entity Regulatory Agency with respect to the business, operations, policies or procedures of NYCB BancPlus or any of the NYCB Subsidiaries since January 1, 2018, in each case, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBits Subsidiaries.

Regulatory Reports. NYCB (a) AMNB and each of the NYCB its Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondencefilings, registrations registrations, submissions, statements, certifications, returns, information, data, reports and statementsdocuments, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2018 2020 with (i) any Governmental Entitiesstate regulatory authority, (ii) the SEC, (iii) the Federal Reserve Board, (iv) the OCC, (v) the FDIC, (vi) any foreign regulatory authority and (vii) any self-regulatory organization (clauses (i) – (vii), collectively, “Regulatory Agencies”), including any report, form, correspondence, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity entity, or any Governmental EntityRegulatory Agency (collectively, “Regulatory Reports”), and have paid all fees and assessments due and payable in connection therewiththerewith in compliance in all material respects with applicable law. Subject to Section 9.14, except where for normal examinations conducted by a Regulatory Agency in the failure Ordinary Course, no Regulatory Agency has initiated or has pending any proceeding or, to file the knowledge of AMNB, investigation into the business or operations of AMNB or any of its Subsidiaries since January 1, 2020. All such forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports and documents were true and complete in all material respects and in compliance in all material respects with the requirements of any applicable law and of the applicable Regulatory Agency. Subject to Section 9.14, except for normal examinations conducted by a Regulatory Agency in the Ordinary Course, there (A) is no unresolved violation, criticism, or furnish, as applicable) such report, form, correspondence, registration exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of AMNB or any of its Subsidiaries and (B) are not any unresolved inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to pay such fees and assessments the business, operations, policies or procedures of AMNB or any of its Subsidiaries since January 1, 2020, in each case, which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBAMNB. Subject to Section 9.15 and except for normal examinations conducted by a Governmental Entity in the ordinary course of business of NYCB and the NYCB Subsidiaries, no Governmental Entity has initiated or has pending any proceeding or, to the knowledge of NYCB, investigation into the business or operations of NYCB or any of the NYCB Subsidiaries since Since January 1, 20182020, except where such proceedings or investigations would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCB. Subject to Section 9.15, there (a) is no unresolved violation, criticism, or exception by any Governmental Entity with respect to any report or statement relating to any examinations or inspections of NYCB or any of the NYCB Subsidiaries, and (b) AMNB has been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Entity in material compliance with respect to the business, operations, policies or procedures applicable listing and corporate governance rules and regulations of NYCB or any of the NYCB Subsidiaries since January 1, 2018, in each case, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBNasdaq.

Regulatory Reports. NYCB (a) Buyer and each of the NYCB its Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondencefilings, registrations registrations, submissions, statements, certifications, returns, information, data, reports and statementsdocuments, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2018 2020 with any Governmental EntitiesRegulatory Agencies, including any report, form, correspondence, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Governmental EntityRegulatory Reports, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable) such report, form, correspondence, registration or statement or to pay such fees and assessments would not reasonably be expected to have, either individually or therewith in the aggregate, a Material Adverse Effect on NYCBcompliance in all material respects with applicable law. Subject to Section 9.15 and 9.14, except for normal examinations conducted by a Governmental Entity Regulatory Agency in the ordinary course of business of NYCB and the NYCB SubsidiariesOrdinary Course, no Governmental Entity Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of NYCBBuyer, investigation into the business or operations of NYCB Buyer or any of the NYCB its Subsidiaries since January 1, 20182020, except where such proceedings or investigations would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBBuyer. All such forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports and documents were true and complete in all material respects and in compliance in all material respects with the requirements of any applicable law and of the applicable Regulatory Agency. Subject to Section 9.159.14, except for normal examinations conducted by a Regulatory Agency in the Ordinary Course, there (ai) is no unresolved violation, criticism, or exception by any Governmental Entity Regulatory Agency with respect to any report or statement relating to any examinations or inspections of NYCB Buyer or any of the NYCB Subsidiaries, its Subsidiaries and (bii) has been no formal or informal are not any unresolved inquiries by, by or disagreements or disputes with, any Governmental Entity Regulatory Agency with respect to the business, operations, policies or procedures of NYCB Buyer or any of the NYCB its Subsidiaries since January 1, 20182020, in each case, except as which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBBuyer. Since January 18, 2023, Buyer has been in material compliance with applicable listing and corporate governance rules and regulations of the NYSE.

Regulatory Reports. NYCB Flagstar and each of the NYCB Flagstar Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2018 with any Governmental EntitiesEntity, including any report, form, correspondence, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable) such report, form, correspondence, registration or statement or to pay such fees and assessments would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBFlagstar. Subject to Section 9.15 and except for normal examinations conducted by a Governmental Entity in the ordinary course of business of NYCB Flagstar and the NYCB Flagstar Subsidiaries, no Governmental Entity has initiated or has pending any proceeding or, to the knowledge of NYCBFlagstar, investigation into the business or operations of NYCB Flagstar or any of the NYCB Flagstar Subsidiaries since January 1, 2018, except where such proceedings or investigations would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBFlagstar. Subject to Section 9.15, there (ax) is no unresolved violation, criticism, or exception by any Governmental Entity with respect to any report or statement relating to any examinations or inspections of NYCB Flagstar or any of the NYCB Flagstar Subsidiaries, and (by) has been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of NYCB Flagstar or any of the NYCB Flagstar Subsidiaries since January 1, 2018, in each case, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBFlagstar.

Regulatory Reports. NYCB (a) Since January 1, 2009 Seller has filed or furnished on a timely basis with the Commission all final registration statements, prospectuses, annual, quarterly or current reports and each of the NYCB Subsidiaries have timely filed definitive proxy statements or other communications (or furnished, as applicable) all reportsother than general advertising materials), forms, correspondencereports, registrations and statementsschedules, together with any amendments required to be made with respect thereto, that they were required to file (statements or furnish, as applicable) since January 1, 2018 with any Governmental Entities, including any report, form, correspondence, registration or statement other documents required to be filed (or furnished, as applicable) furnished by it pursuant to the lawsSecurities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated by the Commission (all such filed or regulations furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller has previously delivered or made available to Acquiror an accurate and complete copy of each such Seller SEC Document. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the United Statesdates of their effectiveness and the dates of mailing, any state, any foreign entity or any Governmental Entity, and have paid all fees and assessments due and payable in connection therewithrespectively), except where to the failure extent that any Seller SEC Document has been amended by a subsequently filed Seller SEC Document prior to file (or furnishthe date hereof, in which case, as applicable) of the date of such reportamendment, each such final registration statement, prospectus, annual, quarterly or current report and proxy statement or other communication, form, correspondencereport, registration or schedule, statement or other document, as of its date, complied in all material respects with all applicable Laws (including, without limitation, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended) and did not contain any untrue statement of a material fact or omit to pay such fees and assessments would state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not reasonably misleading; provided, that information as of a later date filed publicly shall be expected deemed to havemodify information as of an earlier date. To the Knowledge of Seller, either there is no fact or circumstance that, individually or in the aggregate, a Material Adverse Effect on NYCB. Subject to Section 9.15 materially and except for normal examinations conducted by a Governmental Entity in the ordinary course of business of NYCB and the NYCB Subsidiariesadversely has affected, no Governmental Entity has initiated is so affecting or has pending any proceeding or, to the knowledge of NYCB, investigation into the business or operations of NYCB or any of the NYCB Subsidiaries since January 1, 2018, except where such proceedings or investigations would not could reasonably be expected to have, either individually or in the aggregatefuture to so affect, a Material Adverse Effect on NYCB. Subject to Section 9.15, there (a) is no unresolved violation, criticism, or exception by any Governmental Entity with respect to any report or statement relating to any examinations or inspections of NYCB or any of the NYCB Subsidiaries, and (b) has been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operationsfinancial condition, policies results of operations or procedures prospects of NYCB or any of the NYCB Subsidiaries since January 1Seller and Seller Sub, 2018, in each case, except as would not reasonably be expected to have, either taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current reports and definitive proxy statement or other communications, forms, reports, schedules, statements or other documents. None of Seller’s Subsidiaries is required to file periodic reports with the aggregate, a Material Adverse Effect on NYCBCommission.

Regulatory Reports. NYCB and each of the NYCB Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since Since January 1, 2018 2018, Company and its Subsidiaries have duly filed with the FRB, the FDIC, the OCC and any other applicable Governmental EntitiesAuthority, including any report, in correct form, correspondence, registration or statement the reports and other documents required to be filed (or furnished, as applicable) pursuant to the laws, rules or under applicable Laws and regulations of the United States, any state, any foreign entity or any Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except where and such reports were, in all material respects, complete and accurate and in compliance with the failure requirements of applicable Laws and regulations. No report, including any report filed with the OCC, the FDIC, the Federal Reserve Board, the Securities Exchange Commission or any other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to file (shareholders of Company or furnishthe Bank, in each case, since December 31, 2017, as applicable) of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The call reports of the Bank and accompanying schedules as filed with the OCC, for each calendar quarter beginning with the quarter ended December 31, 2017, through the Closing Date have been and will be prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such report, form, correspondence, registration or statement or to pay such fees and assessments would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBreports. Subject to Section 9.15 and except for Other than normal examinations conducted by a Governmental Entity Authority in the ordinary course Ordinary Course of business Business of NYCB Company and the NYCB its Subsidiaries, no Governmental Entity Authority has notified Company or any of its Subsidiaries that it has initiated or has pending any proceeding or, to the knowledge of NYCBCompany’s Knowledge, threatened an investigation into the business or operations of NYCB Company or any of the NYCB its Subsidiaries since January 1, 2018, except where such proceedings or investigations 2018 that would not reasonably be expected to have, either individually or result in the aggregate, a Material Adverse Effect on NYCBCompany. Subject to Section 9.15, there (a) There is no material unresolved violation, criticism, or exception by any Governmental Entity Authority with respect to any report or statement relating to any examinations or inspections of NYCB Company or any of the NYCB its Subsidiaries, and (b) has . There have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Entity Authority with respect to the business, operations, policies or procedures of NYCB Company or any of the NYCB its Subsidiaries since January {Clients/1521/00383953.DOCX/7 }11 1, 2018. Notwithstanding the foregoing, nothing in each case, except as would not reasonably be expected this Section 3.09 shall require Company or Bank to have, either individually provide Buyer with any confidential regulatory supervisory information of Company or in the aggregate, a Material Adverse Effect on NYCBBank.

Regulatory Reports. NYCB Each of Buyer and each of the NYCB its Subsidiaries have has timely filed (or furnished, as applicable) , in correct form all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) , since January 1, 2018 2016 with (i) the FRB, (ii) the FDIC, (iii) any Governmental Entitiesstate or foreign regulatory authority, including and (iv) any reportself-regulatory organization (an “SRO”) (individually, forma “Regulatory Agency” and collectively, correspondencethe “Regulatory Agencies”), registration and all other reports and statements required to be filed or furnished by them since January 1, 2016, including, without limitation, any report or statement required to be filed (or furnished, as applicable) furnished pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Governmental EntityRegulatory Agency, and have paid in full all fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable) furnish such report, form, correspondence, registration or statement or to pay such fees and assessments would not reasonably be expected to haveassessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NYCB. Subject to Section 9.15 Buyer and except with respect to Taxes. As of their filing date, each such report or other filing did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except for normal examinations conducted by a Governmental Entity Regulatory Agency in the ordinary course of the business of NYCB Buyer and the NYCB its Subsidiaries, no Governmental Entity Regulatory Agency has initiated or has pending any proceeding or examination, or, to the knowledge of NYCBBuyer, investigation into the business or operations of NYCB Buyer or any of the NYCB its Subsidiaries since January 1, 20182016, except where such proceedings or investigations would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on NYCBBuyer, or threatened to initiate any of the foregoing. Subject to Section 9.15, there There (ax) is no material unresolved violation, criticism, or exception by any Governmental Entity Regulatory Agency with respect to any written report or statement relating to any examinations or inspections of NYCB Buyer or any of the NYCB Subsidiaries, its Subsidiaries and (by) has been are no material formal or informal inquiries byinquires by (other than in the ordinary course of routine regulatory examinations and visitations), or material disagreements or disputes with, any Governmental Entity Regulatory Agency with respect to the business, operations, policies or procedures of NYCB Buyer or any of the NYCB Subsidiaries since January 1, 2018, in each case, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBits Subsidiaries.

Regulatory Reports. NYCB The Company and each of the NYCB Company Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2018 with (a) any Governmental Entitiesstate regulatory authority, (b) the SEC, (c) the Federal Reserve Board, (d) the OCC, (e) the FDIC, (f) any foreign regulatory authority, and (g) any SRO (clauses (a) – (g), collectively “Regulatory Agencies”), including any report, form, correspondence, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Governmental EntityRegulatory Agency, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable) such report, form, correspondence, registration or statement or to pay such fees and assessments would not reasonably be expected to haveassessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NYCBthe Company. Subject to Section 9.15 and except for normal examinations conducted by a Governmental Entity Regulatory Agency in the ordinary course of business of NYCB the Company and the NYCB Company Subsidiaries, no Governmental Entity Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of NYCBthe Company, investigation into the business or operations of NYCB the Company or any of the NYCB Company Subsidiaries since January 1, 2018, except where such proceedings or investigations would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBthe Company. Subject to Section 9.15, there (ax) is no unresolved violation, criticism, or exception by any Governmental Entity Regulatory Agency with respect to any report or statement relating to any examinations or inspections of NYCB the Company or any of the NYCB Company Subsidiaries, and (by) has been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Entity Regulatory Agency with respect to the business, operations, policies or procedures of NYCB the Company or any of the NYCB Company Subsidiaries since January 1, 2018, in each case, except as which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBthe Company.

Regulatory Reports. NYCB Since January 1, 2016, the Company and Company Bank have duly and timely filed with (i) the OCC, (ii) the Federal Reserve Board, (iii) the FDIC and (iv) each applicable local, state or foreign regulatory authority and self-regulatory organization having jurisdiction over the Company or Company Bank (clauses (i)–(iv) collectively, “Regulatory Agencies”), and each of other Governmental Entity having jurisdiction over the NYCB Subsidiaries have timely filed (Company or furnishedCompany Bank, as applicable) in correct form, all reports, forms, correspondence, registrations statements and statementsother documents required to be filed by them under applicable Law, together with any amendments required to be made with respect thereto, that they were required to file (and all other reports or furnish, as applicable) since January 1, 2018 with any Governmental Entities, including any report, form, correspondence, registration or statement statements required to be filed (or furnished, as applicable) by them pursuant to the laws, rules or regulations Laws of the United States, any statestate or political subdivision (including local jurisdictions), any foreign entity jurisdiction, or any other Governmental Entity, and the Company and Company Bank have paid all fees and assessments due and payable in connection therewith. All such reports were, except in all material respects, complete and correct and in compliance with the requirements of applicable Law. Except where prohibited by applicable Law, the failure Company has made available to file (Parent true, correct and complete copies of all such reports, including any and all amendments and modifications thereto. No report, including any report filed with any Regulatory Agency, and no report or furnishoffering materials made or given to shareholders of the Company or Company Bank as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with any Regulatory Agency or other Governmental Entity, and no report or offering materials made or given to shareholders of the Company or Company Bank to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. The call reports of Company Bank and the accompanying schedules, as applicable) such reportfiled with the OCC, formfor each calendar quarter beginning with the quarter ended June 30, correspondence2016, registration or statement or to pay such fees and assessments would not reasonably be expected to havethrough the Closing Date, either individually or in the aggregate, a Material Adverse Effect on NYCB. Subject to Section 9.15 and except for normal examinations conducted by a Governmental Entity in the ordinary course of business of NYCB and the NYCB Subsidiaries, no Governmental Entity has initiated or has pending any proceeding or, to the knowledge of NYCB, investigation into the business or operations of NYCB or any of the NYCB Subsidiaries since January 1, 2018, except where such proceedings or investigations would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCB. Subject to Section 9.15, there (a) is no unresolved violation, criticism, or exception by any Governmental Entity with respect to any report or statement relating to any examinations or inspections of NYCB or any of the NYCB Subsidiarieshave been, and (b) has been no formal or informal inquiries bywill be, or disagreements or disputes withprepared in accordance with applicable regulatory requirements, any Governmental Entity with respect to the business, operations, policies or procedures of NYCB or any of the NYCB Subsidiaries since January 1, 2018, in each case, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCBincluding applicable regulatory accounting principles and practices through periods covered by such reports.