Common use of Regulatory Reports Clause in Contracts

Regulatory Reports. (a) Seller has previously delivered or made available to Acquiror an accurate and complete copy of each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or mailed by Seller to its stockholders as a class since January 1, 2003, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, 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 report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, and, to the extent not prohibited by law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as required.

Regulatory Reports. (a) Seller has previously delivered or made available to Acquiror an accurate and complete copy of each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or mailed by Seller to its stockholders as a class since January 1, 20032002, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, 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 report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFIASBD, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, and, to the extent not prohibited by law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2002 2000 and the dates of any responses submitted thereto. In Except as set forth in Seller Disclosure Schedule 3.9(b), in connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as required.

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

Regulatory Reports. (a) Seller Each of BancPlus and its Subsidiaries has previously delivered timely filed or made available to Acquiror an accurate and complete copy of each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to the Securities Act of 1933furnished, as amended (the “1933 Act”)applicable, in correct form all reports, forms, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file or the Securities Exchange Act of 1934furnish, as amended (the “1934 Act”)applicable, or mailed by Seller to its stockholders as a class since January 1, 20032019 with (i) the FRB, (ii) the FDIC, (iii) any state or foreign regulatory authority, and (iv) any SRO (individually, a “Regulatory Agency” and collectively, the “Regulatory Agencies”), 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 pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Regulatory Agency, and have paid in full all fees and assessments due and payable in connection therewith, except where the failure to file or furnish such report, form, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BancPlus and except with respect to Taxes. As of their filing date, each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and 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; provided that information as . Except for normal examinations conducted by a Regulatory Agency in the ordinary course of a later date filed publicly shall be deemed the business of BancPlus and its Subsidiaries, no Regulatory Agency has initiated any proceeding or examination, or, to modify information as the knowledge of an earlier date. To BancPlus, investigation into the Knowledge business or operations of SellerBancPlus or any of its Subsidiaries since January 1, there is no fact 2019, except where such proceedings or circumstance thatinvestigations would not, either individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected to have a Material Adverse Effect on BancPlus, or threatened in writing to initiate any of the foregoing. There (x) is no material unresolved violation, criticism, or exception by any Regulatory Agency with respect to any written report or statement relating to any examinations or inspections of BancPlus or any of its Subsidiaries and (y) are no material formal or informal inquires by (other than in the future ordinary course of routine regulatory examinations and {JX489484.11} PD.35183901.7 visitations), or material disagreements or disputes with, any Regulatory Agency with respect to so affect, the business, financial conditionoperations, properties policies or results procedures of operations of Seller and the Seller Subsidiary, taken individually BancPlus 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 report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, and, to the extent not prohibited by law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requiredits Subsidiaries.

Regulatory Reports. NYCB and each of the NYCB Subsidiaries have timely filed (a) Seller has previously delivered or made available to Acquiror an accurate and complete copy of each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to the Securities Act of 1933furnished, as amended 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 (the “1933 Act”), or the Securities Exchange Act of 1934furnish, as amended (the “1934 Act”), or mailed by Seller to its stockholders as a class applicable) since January 1, 20032018 with any Governmental Entities, and each such final including any report, form, correspondence, registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein filed (or necessary in order furnished, as applicable) pursuant to make the statements made thereinlaws, in light rules or regulations of the circumstances under which they were madeUnited 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 misleading; provided that information as of a later date filed publicly shall reasonably be deemed expected to modify information as of an earlier date. To the Knowledge of Sellerhave, there is no fact or circumstance that, either individually or in the aggregate, materially a Material Adverse Effect on NYCB. Subject to Section 9.15 and adversely has affected, is so affecting or could reasonably be expected except for normal examinations conducted by a Governmental Entity in the future to so affect, the business, financial condition, properties or results ordinary course of operations business of Seller NYCB and the Seller SubsidiaryNYCB Subsidiaries, taken individually no Governmental Entity has initiated 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 report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, andpending any proceeding or, to the extent not prohibited by lawknowledge of NYCB, Seller has delivered investigation into the business or made available to Acquiror accurate and complete copies operations of such reports. Seller Disclosure Schedule 3.9 lists all examinations NYCB or any of Seller and the NYCB Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2002 and 2018, except where such proceedings or investigations would not reasonably be expected to have, either individually or in the dates 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 any responses submitted thereto. In connection with the most recent examinations of Seller NYCB or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor 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 was required since January 1, 2018, in each case, except as would not reasonably be expected to correct have, either individually or change any actionin the aggregate, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requireda Material Adverse Effect on NYCB.

Regulatory Reports. (a) Seller has previously delivered or made available to Acquiror an accurate and complete copy of each final registration statementExcept as disclosed in Schedule 4.17, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or mailed by Seller to its stockholders as a class since January 1, 2003▇▇▇▇, ▇▇▇ and each the WSB Subsidiaries have filed all reports, returns, registrations and statements, together with any amendments required to be made with respect thereto (such final registration statementreports, prospectusfilings and amendments referred to hereinafter as "WSB Filings"), annualthat were required to be filed with: (i) the Commissioner; (ii) the FDIC; (iii) the FRB; (iv) the Securities and Exchange Commission (the "SEC"); (v) the Office of the Comptroller of the Currency (the "OCC"); and (vi) any other applicable regulatory agency, quarterly except where the failure to file such reports, returns, registrations and statements has not had and is not reasonably expected to have a material adverse effect on the business, properties, financial condition, results of operations or current report prospects of WSB. Except as otherwise set forth in Schedule 4.17, no administrative actions have been taken or orders issued in connection with such WSB Filings and definitive proxy statement or other communication, report or statement, as of its datetheir respective dates, each of such WSB Filings: (i) complied in all material respects with all applicable statutes, rules and regulations promulgated by the regulatory agency with which it was filed (or was amended so as to be so promptly following discovery of any such noncompliance); and (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided . Any financial statement contained in any of such WSB Filings that information as was intended to present the financial position of a later date filed publicly shall be deemed to modify information as each WSB Subsidiary or WSB fairly presented the financial position of an earlier date. To the Knowledge of Seller, there is no fact WSB Subsidiary or circumstance that, individually WSB and was prepared in accordance with generally accepted accounting principles or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, 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 report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws banking regulations and/or securities rules and regulations, andas applicable, to consistently applied, except as stated therein, during the extent not prohibited by law, Seller periods involved. WSB has delivered or made available to Acquiror accurate furnished MVB with true and complete correct copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries conducted WSB Filings filed by the applicable bank regulatory authorities WSB Subsidiaries or WSB since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as required2001.

Regulatory Reports. (a) Seller The Company has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2000, with (i) the FDIC, (ii) the CDFI and any other applicable state banking commission or any other state regulatory authority (each, a "State Regulator") and (iii) any other self-regulatory organization ("SRO") (collectively, the "Regulatory Agencies"), and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the Company, no Regulatory Agency has initiated any proceeding, or, to the knowledge of the Company, threatened an investigation into the business or operations of the Company since December 31, 2000. There is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company. (b) The Company has previously delivered or made available to Acquiror an accurate Buyer a true, correct and complete copy of each (a) final registration statement, prospectus, annualreport, quarterly or current report schedule and definitive proxy statement or other communication (other than general advertising materials)filed since December 31, report or statement filed 2000 by the Company with the FDIC pursuant to the Securities Act of 1933, as amended (the “1933 "Securities Act”), ") or the Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”)") (collectively, or the "Company Reports") and (b) communication mailed by Seller the Company to its stockholders as a class since January 1December 31, 20032000. The Company has timely filed all Company Reports and other documents required to be filed by it under the Securities Act and the Exchange Act, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statementand, as of its datetheir respective dates, all of the Company Reports complied in all material respects with all applicable statutesthe requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the FDIC thereunder applicable to such Company Reports and did not contain other documents. As of their respective dates of filing with the FDIC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), no such Company Report (when filed and at their respective effective times, if applicable) or communication (when mailed) contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, and there is are no fact outstanding comments from or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, 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 report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, unresolved issues raised by the FDIC and the FRB in correct form the monthly, quarterly and annual reports required with respect to be filed under applicable laws and regulations, and, to the extent not prohibited by law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was Company Reports. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and no enforcement action has been initiated against the Company by the FDIC or any State Regulator relating to correct or change disclosures contained in any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requiredCompany Reports.

Regulatory Reports. (a) Seller Holding Company and Savings Institution each has previously delivered filed all reports, notices and other statements, together with any amendments required to be made with respect thereto, if any, that it was required to file with the OTS, the FDIC, the Federal Home Loan Bank, and any other governmental agency or made available to Acquiror an accurate and complete copy of each final registration statement, prospectus, annual, quarterly authority with jurisdiction over Holding Company or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or mailed by Seller to its stockholders as a class since January 1, 2003, Savings Institution and each such final registration report, notice and other statement, prospectusincluding the financial statements, annual, quarterly or current report exhibits and definitive proxy statement or other communication, report or statement, as of its dateschedules thereto, complied in all material respects with all applicable the relevant statutes, rules and regulations enforced or promulgated by the regulatory authority with which it was filed. Holding Company has furnished to FBOP or Acquisition copies of all regulatory filings (and all related correspondence) for Holding Company and Savings Institution for the years ended December 31, 1995, 1996 and 1997 and the quarters ended March 31, 1998 and June 30, 1998, as filed with the OTS (the "Regulatory Reports"). The Regulatory Reports, including, without limitation, the provisions made therein for investments and the valuation thereof, and loan loss reserves, together with the notes thereto, fairly present the financial position, assets, liabilities, change in financial position, surplus and other funds of Holding Company and Savings Institution as of the dates thereof and the results of its operations for the periods indicated in conformity with regulatory accounting principles prescribed or permitted by law or the rules and regulations of OTS, applied on a consistent basis with prior periods, except as set forth therein. Each such Regulatory Report was in compliance with applicable law and correct in every material respect when filed and there were no material omissions therefrom. Except for liabilities and obligations disclosed or provided for in the Regulatory Reports, Savings Institution did not contain have, as of the respective dates of each such Regulatory Reports, any untrue statement of a material fact liabilities or omit obligations (whether absolute or contingent and whether due or to state any material fact become due) except for contractual liabilities arising in the ordinary course which are not required to be stated therein reflected in regulatory financial statements. All books of account of Savings Institution and each other Subsidiary fully and fairly disclose all the transactions, properties, assets, investments, liabilities and obligations of Savings Institution or necessary in order to make the statements made therein, in light respective Subsidiary and all such books of the circumstances under which they were made, not misleading; provided that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or account are in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results possession of operations of Seller and the Seller Subsidiary, taken individually or as a whole, that is required to be disclosed under the 1933 Act Savings Institution or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current report respective Subsidiary and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, and, to the extent not prohibited by law, Seller has delivered or made available to Acquiror accurate are true and complete copies of such reports. Seller Disclosure Schedule 3.9 lists in all examinations of Seller and the Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requiredmaterial respects.

Regulatory Reports. (a) Seller The Bank has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2001 with (i) the FDIC, (ii) any state banking commission or any other state regulatory authority (each, a “State Regulator”) and (iii) any other SRO (collectively, the “Regulatory Agencies”), and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the Company and, except as disclosed on Schedule 4.5(a), no Regulatory Agency has initiated any proceeding or, to the knowledge of the Company, any investigation into the business or operations of the Company since December 31, 2001. There is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company. (b) The Company has previously delivered or made available to Acquiror an accurate Buyer a true and correct and complete copy of each (a) final registration statement, prospectus, annualreport, quarterly or current report schedule and definitive proxy statement or other communication (other than general advertising materials)filed since December 31, report or statement filed 2001 by the Company with the SEC pursuant to the Securities Act of 1933or the Exchange Act (collectively, as amended (the “1933 ActCompany Reports”), or the Securities Exchange Act of 1934, as amended ) and (the “1934 Act”), or b) communication mailed by Seller the Company to its stockholders as a class since January 1December 31, 20032000, and each no such final registration statement, prospectus, annualreport, quarterly or current report and definitive schedule, proxy statement (when filed and at their respective effective times, if applicable) or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and did not contain communication (when mailed) contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided , except that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially The Company has timely filed all Company Reports and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, 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 report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports documents required to be filed by it under applicable laws the Securities Act and regulationsthe Exchange Act, and, as of their respective dates, all Company Reports complied with the published rules and regulations of the SEC with respect thereto. No executive officer of the Company has failed in any respect to make the extent not prohibited by law, Seller certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and no enforcement action has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and been initiated against the Subsidiaries conducted Company by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller SEC or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor FDIC relating to disclosures contained in any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requiredCompany Reports.

Regulatory Reports. (a) Seller has previously delivered or made available to Acquiror an accurate and complete copy of each final registration statementExcept as disclosed in SCHEDULE 4.16, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or mailed by Seller to its stockholders as a class since January 1, 2003▇▇▇▇, ▇▇▇ and each the WSB Subsidiaries have filed all reports, returns, registrations and statements, together with any amendments required to be made with respect thereto (such final registration statementreports, prospectusfilings and amendments referred to hereinafter as "WSB Filings"), annualthat were required to be filed with: (i) the Commissioner; (ii) the FDIC; (iii) the Federal Reserve; (iv) the Securities and Exchange Commission (the "SEC"); (v) the Office of the Comptroller of the Currency (the "OCC"); and (vi) any other applicable regulatory agency, quarterly except where the failure to file such reports, returns, registrations and statements has not had and is not reasonably expected to have a material adverse effect on the business, properties, financial condition, results of operations or current report prospects of WSB. Except as otherwise set forth in SCHEDULE 4.16, no administrative actions have been taken or orders issued in connection with such WSB Filings and definitive proxy statement or other communication, report or statement, as of its datetheir respective dates, each of such WSB Filings: (i) complied in all material respects with all applicable statutes, rules and regulations promulgated by the regulatory agency with which it was filed (or was amended so as to be so promptly following discovery of any such noncompliance); and (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided . Any financial statement contained in any of such WSB Filings that information as was intended to present the financial position of a later date filed publicly shall be deemed to modify information as each WSB Subsidiary or WSB fairly presented the financial position of an earlier date. To the Knowledge of Seller, there is no fact WSB Subsidiary or circumstance that, individually WSB and was prepared in accordance with generally accepted accounting principles or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, 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 report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws banking regulations and/or securities rules and regulations, andas applicable, to consistently applied, except as stated therein, during the extent not prohibited by law, Seller periods involved. WSB has delivered or made available to Acquiror accurate furnished CCB with true and complete correct copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries conducted WSB Filings filed by the applicable bank regulatory authorities WSB Subsidiaries or WSB since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as required1999.

Regulatory Reports. (a) Seller The Bank has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2001 with (i) the FDIC, (ii) any state banking commission or any other state regulatory authority (each, a “State Regulator”) and (iii) any other SRO (collectively, the “Regulatory Agencies”), and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the Company and, except as disclosed on Schedule 4.5(a), no Regulatory Agency has initiated any proceeding or, to the knowledge of the Company, any investigation into the business or operations of the Company since December 31, 2001. There is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company. (b) The Company has previously delivered or made available to Acquiror an accurate Buyer a true and correct and complete copy of each (a) final registration statement, prospectus, annualreport, quarterly or current report schedule and definitive proxy statement or other communication (other than general advertising materials)filed since December 31, report or statement filed 2001 by the Company with the SEC pursuant to the Securities Act of 1933or the Exchange Act (collectively, as amended (the “1933 ActCompany Reports”), or the Securities Exchange Act of 1934, as amended ) and (the “1934 Act”), or b) communication mailed by Seller the Company to its stockholders as a class since January 1December 31, 20032000, and each no such final registration statement, prospectus, annualreport, quarterly or current report and definitive schedule, proxy statement (when filed and at their respective effective times, if applicable) or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and did not contain communication (when mailed) contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided , except that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially The Company has timely filed all Company Reports and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, 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 report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports documents required to be filed by it under applicable laws the Securities Act and regulationsthe Exchange Act, and, as of their respective dates, all Company Reports complied with the published rules and regulations of the SEC with respect thereto. No executive officer of the Company has failed in any respect to make the extent not prohibited by law, Seller certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and no enforcement action has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and been initiated against the Subsidiaries conducted Company by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller SEC or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor FDIC relating to disclosures contained in any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requiredCompany Reports.

Regulatory Reports. (a) Seller Each of Buyer and its Subsidiaries has previously delivered timely filed or made available to Acquiror an accurate and complete copy of each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to the Securities Act of 1933furnished, as amended (the “1933 Act”)applicable, in correct form all reports, forms, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file or the Securities Exchange Act of 1934furnish, as amended (the “1934 Act”)applicable, or mailed by Seller to its stockholders as a class since January 1, 20032016 with (i) the FRB, (ii) the FDIC, (iii) any state or foreign regulatory authority, and (iv) any self-regulatory organization (an “SRO”) (individually, a “Regulatory Agency” and collectively, the “Regulatory Agencies”), 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 pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Regulatory Agency, and have paid in full all fees and assessments due and payable in connection therewith, except where the failure to file or furnish such report, form, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Buyer and except with respect to Taxes. As of their filing date, each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and 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; provided that information as . Except for normal examinations conducted by a Regulatory Agency in the ordinary course of a later date filed publicly shall be deemed the business of Buyer and its Subsidiaries, no Regulatory Agency has initiated any proceeding or examination, or, to modify information as the knowledge of an earlier date. To Buyer, investigation into the Knowledge business or operations of SellerBuyer or any of its Subsidiaries since January 1, there is no fact 2016, except where such proceedings or circumstance thatinvestigations would not, either individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected to have a Material Adverse Effect on Buyer, or threatened to initiate any of the foregoing. There (x) is no material unresolved violation, criticism, or exception by any Regulatory Agency with respect to any written report or statement relating to any examinations or inspections of Buyer or any of its Subsidiaries and (y) are no material formal or informal inquires by (other than in the future ordinary course of routine regulatory examinations and visitations), or material disagreements or disputes with, any Regulatory Agency with respect to so affect, the business, financial conditionoperations, properties policies or results procedures of operations of Seller and the Seller Subsidiary, taken individually Buyer 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 report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, and, to the extent not prohibited by law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requiredits Subsidiaries.

Regulatory Reports. (a) Seller Buyer and Buyer Sub have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 with the Regulatory Agencies (which term shall include, for purposes of this Section 5.11, the Federal Reserve Board), and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of Buyer and Buyer Sub, no Regulatory Agency has previously delivered initiated any proceeding, or made available to Acquiror the knowledge of Buyer, threatened an accurate investigation into the business or operations of Buyer or Buyer Sub since December 31, 2000. There is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of Buyer or Buyer Sub. (b) A true, correct and complete copy of each final registration statement, prospectus, annualreport, quarterly or current report schedule and definitive proxy statement or other communication (other than general advertising materials)filed since December 31, report or statement filed 2000 by Buyer with the SEC pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934(collectively, as amended (the “1934 "Buyer Reports") is publicly available via ▇▇▇▇▇. Buyer has timely filed all Buyer Reports and other documents required to be filed by it under the Securities Act and the Exchange Act”), or mailed by Seller to its stockholders as a class since January 1, 2003, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statementand, as of its datetheir respective dates, all Buyer Reports complied in all material respects with all applicable statutesthe requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer Reports. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), no such Buyer Report (when filed and did not contain at their respective effective time, if applicable) contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, and there is are no fact outstanding comments from or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, 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 report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, and, to the extent not prohibited by law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries conducted unresolved issues raised by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection SEC with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor respect to any of the Subsidiaries was Buyer Reports. No executive officer of Buyer has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and no enforcement action has been initiated against Buyer by the SEC or any State Regulator relating to correct or change disclosures contained in any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requiredBuyer Reports.