Common use of Financial Statements Clause in Contracts

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets of the Minority Bank as of December 31, 2011, 2010 and 2009 and the related statements of income, changes in stockholders’ equity and cash flows for the fiscal years then ended, and (b) the unaudited interim balance sheet of the Minority Bank as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank.

Financial Statements. Schedule 3.6 sets forth true and complete Parent Holdings has previously made available to Golden State copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets consolidated statements of the Minority Bank financial condition of Parent Holdings and its Subsidiaries as of December 31, 2011, 2010 31 for the fiscal years 1995 and 2009 1996 and the related consolidated statements of incomeoperations, changes in stockholders’ stockholder's equity and cash flows for the fiscal years then ended1994 through 1996, inclusive, as reported in Parent Holdings' Annual Report on Form 10-K for the fiscal year ended December 31, 1996 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Parent Holdings, and (b) the unaudited interim balance sheet consolidated statements of the Minority Bank financial condition of Parent Holdings and its Subsidiaries as of June September 30, 2012 (the “Minority Bank Interim Balance Sheet”) 1997 and September 30, 1996 and the related unaudited consolidated statements of operations, stockholder's equity and cash flows for the nine-month periods then ended as reported in Parent Holdings' Quarterly Report on Form 10-Q for the period ended September 30, 1997 filed with the SEC under the Ex- change Act. The December 31, 1996 consolidated statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position of Parent Holdings (including the Minority Bank related notes, where applicable) fairly presents the consolidated financial position of Parent Holdings and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 4.6 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements to be filed by Parent Holdings with the SEC after the date hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flow, respectively, changes in stockholder's equity and consolidated financial position of Parent Holdings and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth; each of such statements (including the period set forth therein; providedrelated notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) complies, and lack footnotes. Each the financial statements to be filed by Parent Holdings with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified been, and the financial statements to be filed by Parent Holdings with the Minority Bank’s chief executive officer and principal accounting officer. The booksSEC after the date hereof will be, records and accounts of each of prepared in accordance with GAAP consistently applied during the Minority Bank accurately and fairly reflectperiods involved, except as indicated in the notes thereto or, in reasonable detailthe case of unaudited statements, all transactions as permitted by Form 10-Q. The books and all items records of income Parent Holdings and expenseits Subsidiaries have been, assets and liabilities are being, maintained in accordance with GAAP and accruals relating to the Minority Bankany other applicable legal and accounting requirements.

Financial Statements. Schedule 3.6 sets forth true and complete Golden State has previously made available to Parent Holdings copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets consolidated statements of the Minority Bank financial condition of GFB and its Subsidiaries as of December 31June 30 for the fiscal years 1996 and 1997, 2011, 2010 and 2009 and the related consolidated statements of incomeoperations, changes in stockholders’ ' equity and cash flows for the fiscal years then ended1995 through 1997, inclusive, as reported in GFB's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 filed with the OTS under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to GFB, and (b) the unaudited interim balance sheet consolidated statements of the Minority Bank financial condition of Golden State and its Subsidiaries as of June September 30, 2012 (the “Minority Bank Interim Balance Sheet”) 1997 and the related statement unaudited consolidated statements of income operations and cash flows for the sixthree-month period then ended (together as reported in Golden State's Quarterly Report on Form 10-Q for the period ended September 30, 1997 filed with the Minority Bank Interim Balance Sheet, Securities and Exchange Commission (the “Minority Bank Interim Financial Statements”)"SEC") under the Exchange Act. The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet June 30, 1997 consolidated statement of financial condition of GFB (including any the related notes, where applicable) included in fairly presents the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank GFB and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 3.6 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements to be filed by Golden State with the SEC after the date hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flowconsolidated financial position of GFB and its Subsidiaries, respectivelyand Golden State and its Subsidiaries, as the case may be, for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth; each of such statements (including the period set forth therein; providedrelated notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) complies, and lack footnotes. Each the financial statements to be filed by Golden State with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by OTS and the Minority Bank’s independent auditorSEC, who has expressed an unqualified opinion on such Minority Bank Financial Statementsas applicable, with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified been, and the financial statements to be filed by Golden State with the Minority Bank’s chief executive officer and principal SEC after the date hereof will be, prepared in accordance with generally accepted accounting officer. The booksprinciples ("GAAP") consistently applied during the periods involved, records and accounts of each of except as indicated in the Minority Bank accurately and fairly reflectnotes thereto or, in reasonable detailthe case of unaudited statements, all transactions as permitted by Form 10-Q. The books and all items records of income Golden State and expenseits Subsidiaries have been, assets and liabilities are being, maintained in accordance with GAAP and accruals relating to the Minority Bankany other applicable legal and accounting requirements.

Financial Statements. Schedule 3.6 sets forth true and complete Parent has previously made available to the Company copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets sheet of the Minority Bank Parent and its Subsidiaries as of December 3131 for the fiscal year 2006, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholdersshareholders’ equity and cash flows for the fiscal years then ended2005 and 2006, accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to Parent (the “2006 Parent Audited Financial Statements”) and (b) the unaudited interim consolidated balance sheet of the Minority Bank Parent and its Subsidiaries as of June 30March 31, 2012 (the “Minority Bank Interim Balance Sheet”) 2007, and the related statement consolidated statements of income income, shareholders’ equity and cash flows for the sixthree-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim March 31 Parent Unaudited Financial Statements”). The Minority Bank Financial Statements are complete Each of the December 31, 2006 and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each March 31, 2007 consolidated balance sheet sheets of Parent (including any the related notes, where applicable) included in fairly present the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Parent and its Subsidiaries as of the date thereofof such balance sheet, and each income statement the other financial statements referred to in this Section 5.7 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts case of each of the Minority Bank accurately unaudited statements, to recurring audit adjustments normal in nature and fairly reflectamount), the results of the consolidated operations and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in reasonable detailall material respects, all transactions with applicable accounting requirements and all items with the published rules and regulations of income the SEC with respect thereto; and expenseeach of such statements (including the related notes, assets where applicable) has been, and liabilities the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC. The books and accruals relating to the Minority Bankrecords of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements. Schedule 3.6 sets forth true (i) The audited consolidated balance sheets of VANTAS as of June 30, 1997, June 30, 1998, December 31, 1998 and complete copies December 31, 1999 and the related consolidated statements of income, stockholder's equity and cash flows of VANTAS for the following fiscal years ended as of such dates, which financial statements have been examined by PricewaterhouseCoopers LLP, independent certified public accountants, (collectivelyii) the unaudited consolidated balance sheet of VANTAS as of March 31, 2000 and related consolidated statements of income, stockholder's equity and cash flows of VANTAS for the “Minority Bank Financial Statements”): fiscal quarter ended as of such date, (aiii) the audited consolidated balance sheets of the Minority Bank Old HQ as of December 31, 20111997, 2010 December 31, 1998 and 2009 December 31, 1999 and the related statements of income, changes in stockholders’ equity earnings and cash flows of Old HQ and its subsidiaries for the fiscal years then endedended as of such dates, which financial statements have been examined by KPMG LLP, independent certified public accountants, (iv) the unaudited consolidated balance sheet of Old HQ as of March 31, 2000 and the related statements of earnings and cash flows of Old HQ and its subsidiaries for the fiscal quarter ended as of such date, and (bv) the unaudited interim balance sheet pro forma (after giving effect to the consummation of the Minority Bank HQ Merger, the Second Step Merger and related financing and other related matters) consolidated balance sheets and statements of income and cash flows of Holdco and its subsidiaries as of June 30December 31, 2012 1999, copies of all of which financial statements referred to in the preceding clauses (the “Minority Bank Interim Balance Sheet”i), (ii), (iii), (iv) and (v) have heretofore been made available to the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance SheetInvestor, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents present fairly the financial position of the Minority Bank as respective entities at the dates of the date thereof, said statements and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; providedcovered thereby (or, howeverin the case of the pro forma financial statements, that present a good faith estimate of the Minority Bank Interim Financial Statements contain all adjustments necessary for pro forma financial condition of Holdco and its subsidiaries (after giving effect to the consummation of the HQ Merger, the Second Step Merger and related financing and other related matters) on a fair presentationconsolidated basis at the date thereof). All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied except to the extent provided in the notes to said financial statements and with respect to interim financial statements, subject to normal, recurring year-normal year end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankadjustments.

Financial Statements. Schedule 3.6 sets forth true and complete (a) The Company has previously made available to Parent copies of the following consolidated statements of financial statements (collectivelycondition of the Company, the “Minority Bank Financial Statements”): (a) and the audited balance sheets of the Minority Bank Subsidiaries as of December 3131 for the fiscal years 2008, 20112009, 2010 and 2009 2011, and the related consolidated statements of operations, of comprehensive income, of changes in stockholdersshareholders’ equity equity, and of cash flows for the fiscal years then ended2009 through 2011, and (b) inclusive, as reported in the unaudited interim balance sheet Company 10-K, in each case accompanied by the audit report of Xxxxx Xxxxxx Xxxxxxx LLP. The December 31, 2011 consolidated statement of financial condition of the Minority Bank as of June 30, 2012 Company (the “Minority Bank Interim Balance Sheet”) and including the related statement of income for notes, where applicable) fairly presents in all material respects the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Company, the Bank and the Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 3.8 (including any the related notes, where applicable) fairly present in all material respects, and statement the financial statements to be filed by the Company with the SEC after the date of cash flow included this Agreement will fairly present in all material respects (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of operations the consolidated operations, comprehensive income, changes in shareholders’ equity, cash flows and cash flow, respectively, the consolidated financial position of the Minority Company, the Bank and the Subsidiaries for the period respective fiscal periods or as of the respective dates therein set forth thereinforth; providedeach of such statements (including the related notes, however, that the Minority Bank Interim Financial Statements contain where applicable) in all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)material respects complies, and lack footnotes. Each the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified been, and the financial statements to be filed by the Minority Bank’s chief executive officer Company with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. There is no transaction, arrangement or other relationship between the Company, the Bank or any Subsidiary and principal accounting officeran unconsolidated or other Affiliated entity that is not reflected on the financial statements specified in this Section 3.8. The books, books and records and accounts of each of the Minority Company, the Bank accurately and fairly reflectthe Subsidiaries in all material respects have been, and are being, maintained in reasonable detailaccordance with applicable law and GAAP accounting requirements and reflect only actual transactions. Xxxxx Xxxxxx Xxxxxxx LLP has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankfinancial statement disclosure or auditing scope or procedure.

Financial Statements. Schedule 3.6 sets forth true and complete Xxxxx Fargo has previously made available to Norwest copies (i) of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Xxxxx Fargo and its Subsidiaries as of December 31, 2011for the fiscal years 1996 and 1997, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ ' equity and cash flows for the fiscal years then ended1995 through 1997, inclusive, as reported in Xxxxx Fargo's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 filed with the SEC under the Exchange Act (the "Xxxxx Fargo 10-K"), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Xxxxx Fargo; and (bii) the unaudited interim consolidated balance sheets of Xxxxx Fargo and its Subsidiaries as of March 31, 1998 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the three months ended March 31, 1998, as reported in Xxxxx Fargo's Quarterly Report on Form 10-Q for the three months ended March 31, 1998 filed with the SEC under the Exchange Act. The March 31, 1998 consolidated balance sheet of the Minority Bank as of June 30, 2012 Xxxxx Fargo (the “Minority Bank Interim Balance Sheet”) and including the related statement of income for notes, where applicable) fairly presents in all material respects the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Xxxxx Fargo and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 4.6 (including any the related notes, where applicable) and statement of cash flow included fairly present in the Minority Bank Financial Statements presents fairly all material respects the results of the consolidated operations and cash flow, respectively, changes in stockholders' equity and consolidated financial position of Xxxxx Fargo and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for the period respective dates therein set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationforth, subject to normal, recurring normal year-end audit adjustments in the case of unaudited statements; each of such statements (which adjustments will not beincluding the related notes, individually where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the aggregate, material)notes thereto. The books and records of Xxxxx Fargo and its Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records requirements and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete Newcourt has previously made available to CIT copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of Newcourt and the Minority Bank Newcourt Subsidiaries as of December 3131 for the fiscal years 1997 and 1998, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ equity income and retained earnings and cash flows for the fiscal years then ended1996 through 1998, inclusive, in each case accompanied by the audit report of Ernst & Young, independent public accountants with respect to Newcourt and (b) the unaudited interim consolidated balance sheet sheets of Newcourt and the Minority Bank Newcourt Subsidiaries as of March 31, 1999 and June 30, 2012 (the “Minority Bank Interim Balance Sheet”) 1999 and the related statement unaudited consolidated statements of income and retained earnings and cash flows for the six-three month period and six month periods then ended (together ended, respectively, each of which has been reviewed by Ernst & Young in accordance with the Minority Bank Interim Balance Sheetprocedures specified by the Canadian Institute of Chartered Accountants for a review of interim financial information as described in Section 7100 of the Handbook of the Canadian Institute of Chartered Accountants. The December 31, 1997 and 1998 consolidated balance sheets of Newcourt, including the related notes, fairly present the consolidated financial position of Newcourt and the Newcourt Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the OSC after the date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete results of the consolidated operations and correct consolidated financial position of Newcourt and have been the Newcourt Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the OSC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OSC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the OSC after the date hereof will be, prepared in conformity accordance with generally accepted accounting principles (“GAAP”) Canadian GAAP consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except as indicated in the Minority Bank Financial Statements presents fairly notes thereto or, in the financial position case of unaudited interim statements, as permitted by the rules and regulations of the Minority Bank OSC. Except (A) as reflected in such financial statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and (C) for liabilities or obligations incurred in the ordinary course of business, neither Newcourt nor any of the Newcourt Subsidiaries has any liabilities or obligations of any nature as of the date thereofof this Agreement, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not bewhich, individually or in the aggregate, material)have had a Material Adverse Effect on Newcourt as of the date of this Agreement. The books and records of Newcourt and the Significant Newcourt Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with Canadian GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankrequirements.

Financial Statements. Schedule 3.6 sets forth (a) A true and complete copies copy of the following financial audited consolidated balance sheet of Patriot and its Subsidiaries as at December 31, 2012, December 31, 2013 and December 31, 2014, and the related audited consolidated statements of operations, shareholders’ equity, and cash flows of Patriot and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of Patriot’s independent auditors (collectively, collectively referred to as the “Minority Bank Financial Statements”): (a) and the audited unaudited consolidated balance sheets sheet of the Minority Bank Patriot and its Subsidiaries as of December at March 31, 20112015 (the “Balance Sheet”), 2010 and 2009 and the related consolidated statements of incomeoperations, changes in stockholdersshareholders’ equity and cash flows for the fiscal years then endedof Patriot and its Subsidiaries, together with all related notes and schedules thereto (b) the unaudited interim balance sheet of the Minority Bank collectively referred to as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”), are attached hereto as 3.6(a) of the Patriot Disclosure Schedule. The Minority Bank Each of the Financial Statements, the Interim Financial Statements are complete and correct the financial statements to be prepared by Patriot after the date of this Agreement (i) has been, or will be, prepared based on the books and have been records of Patriot and its Subsidiaries (except as may be indicated in the notes thereto), (ii) has been, or will be, prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved. Each balance sheet indicated (including any related notes) included except as may be indicated in the Minority Bank Financial Statements presents notes thereto) and (iii) fairly presents, or will fairly present, in all material respects, the consolidated financial position position, results of operations, cash flows and changes in shareholder’s equity of Patriot and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationStatements, subject to normal, normal and recurring year-end adjustments (which adjustments and the absence of notes that will not benot, individually or in the aggregate, be material). The books and records of Patriot and its Subsidiaries in all material respects have been, and lack footnotesare being, maintained in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the audited Minority Bank Financial Statements has been certified by the Minority BankPatriot’s independent auditorauditor has not resigned or been dismissed as independent public accountants of Patriot as a result of or in connection with any disagreements with Patriot on a matter of accounting principles or practices, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankfinancial statement disclosure or auditing scope or procedure.

Financial Statements. Schedule 3.6 sets forth true and complete Dime has previously made available to Washington Mutual copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets consolidated statements of the Minority Bank financial condition of Dime and its Subsidiaries as of December 31, 2011, 2010 1999 and 2009 2000 and the related consolidated statements of incomeoperations, changes in stockholders’ ' equity and cash flows for the fiscal years then endedended December 31, 1998 through 2000, inclusive, as reported in Dime's Annual Report on Form 10-K for the year ended December 31, 2000 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), accompanied by the audit report of KPMG LLP, independent auditors with respect to Dime, and (b) the unaudited interim balance sheet consolidated statements of the Minority Bank financial condition of Dime and its Subsidiaries as of June 30March 31, 2012 (the “Minority Bank Interim Balance Sheet”) 2000 and March 31, 2001, and the related statement unaudited consolidated statements of income operations, stockholders equity and cash flows for the sixthree-month period periods then ended (together with the Minority Bank Interim Balance Sheetended, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared as reported in conformity with generally accepted accounting principles (“GAAP”) applied Dime's Quarterly Report on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank Form 10-Q for the period set forth therein; providedended March 31, however2001, that filed with the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in SEC under the aggregate, material), and lack footnotesExchange Act. Each of the audited Minority Bank Financial Statements has been certified by financial statements referred to in this Section 4.6 (including the Minority Bank’s independent auditorrelated notes, who has expressed an unqualified opinion on where applicable) fairly present, and the financial statements referred to in Section 7.10(a) hereof (including the related notes, where applicable) will fairly present when filed with the SEC (subject, in the case of the unaudited statements, to normal recurring adjustments, none of which are expected to be material in nature or amount) the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Dime and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such Minority Bank Financial Statementsfinancial statements (including the related notes, where applicable) complies, and the financial statements referred to in Section 7.10(a) hereof (including the related notes, where applicable) will comply when filed with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such financial statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified by been, and the Minority Bank’s chief executive officer and principal accounting officer. The booksfinancial statements referred to in Section 7.10(a) (including the related notes, records and accounts of where applicable) will be when filed with the SEC, prepared in accordance with GAAP consistently applied during the periods involved, except in each of case as indicated in such statements or in the Minority Bank accurately and fairly reflectnotes thereto or, in reasonable detailthe case of unaudited statements, as permitted by Form 10-Q. The books and records of Dime and its Subsidiaries have been, and are being, maintained in all transactions material respects in accordance with GAAP and all items of income any other applicable legal and expense, assets accounting requirements and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete BCB has previously delivered to Pamrapo copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank BCB and its Subsidiaries as of December 3131 for the fiscal years 2008 and 2007, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the fiscal years then ended2006 through 2008, and (b) inclusive, as reported in BCB’s Annual Report on Form 10-K for the unaudited interim balance sheet fiscal year ended December 31, 2008 filed with the SEC under the Securities Exchange Act of the Minority Bank 1934, as of June 30, 2012 amended (the “Minority Bank Interim Balance SheetExchange Act”) and ), in each case accompanied by the related statement audit report of income for the six-month period then ended (together Xxxxx Xxxxxx Company LLP, independent registered public accountants with respect to BCB, filed with the Minority Bank Interim Balance Sheet, SEC under the Exchange Act (collectively the “Minority Bank Interim BCB Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each December 31, 2008 consolidated balance sheet of BCB (including any the related notes, where applicable) included in fairly presents the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank BCB and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 3.6 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements referred to in Section 6.7 hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount and the absence of footnotes), the results of the consolidated operations and cash flow, respectively, consolidated financial position of BCB and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth; each of such statements (including the period set forth therein; providedrelated notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) comply, and lack footnotes. Each the financial statements referred to in Section 6.7 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified by been, and the Minority Bank’s chief executive officer and principal accounting officer. The booksfinancial statements referred to in Section 6.7 hereof will be, records and accounts of each of prepared in accordance with GAAP consistently applied during the Minority Bank accurately and fairly reflectperiods involved, except as indicated in the notes thereto or, in reasonable detailthe case of unaudited statements, as permitted by Form 10-Q. The books and records of BCB and its Subsidiaries have been, and are being, maintained in all transactions material respects in accordance with GAAP and all items of income any other applicable legal and expense, assets accounting requirements and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete Premier has previously made available to Northern Illinois copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Premier and its Subsidiaries as of December 31, 2011, 2010 1993 and 2009 1994 and the related consolidated statements of income, changes in stockholders’ ' equity and cash flows for the fiscal years then endedended December 31, 1992, 1993 and 1994, inclusive, as reported in Premier's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Premier, and (b) the unaudited interim consolidated balance sheet of the Minority Bank Premier and its Subsidiaries as of June September 30, 2012 (the “Minority Bank Interim Balance Sheet”) 1995 and September 30, 1994 and the related statement unaudited consolidated statements of income income, cash flows and changes in stockholders' equity for the sixthree- and nine-month period periods then ended (together as reported in Premier's Quarterly Report on Form 10-Q for the period ended September 30, 1995 filed with the Minority Bank Interim Balance Sheet, SEC under the “Minority Bank Interim Financial Statements”Exchange Act (the "Premier Third Quarter 10-Q"). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each December 31, 1994 consolidated balance sheet of Premier (including any the related notes, where applicable) included in fairly presents the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Premier and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 4.7 (including any the related notes, where applicable) and statement of cash flow included in the Minority Bank Financial Statements presents fairly present the results of the consolidated operations and cash flow, respectively, changes in stockholders' equity and consolidated financial position of Premier and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth, subject, in the period set forth thereincase of the unaudited statements, to recurring audit adjustments normal in nature and amount; providedeach of such statements (including the related notes, howeverwhere applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, that where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationperiods involved, subject to normalexcept, recurring year-end adjustments (which adjustments will not bein each case, individually as indicated in such statements or in the aggregatenotes thereto or, material)in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Premier and its Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records requirements and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete Bank of America has previously made available to FleetBoston copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (ai) the audited consolidated balance sheets sheet of the Minority Bank of America and its Subsidiaries as of December 31, 20112000, 2010 2001 and 2009 2002, and the related consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows for the fiscal years then endedended as reported in Bank of America's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the "Bank of America 2002 10-K") filed with the SEC under the Exchange Act, accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to Bank of America, and (bii) the unaudited interim consolidated balance sheet of the Minority Bank of America and its Subsidiaries as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) 2002 and 2003, and the related statement consolidated statements of income income, changes in shareholders' equity and cash flows of the six month periods then ended, as reported in Bank of America's Quarterly Report on Form 10-Q for the sixquarterly period ended June 30, 2003 (the "Bank of America 10-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”Q"). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet December 31, 2002 consolidatex xxxxxxx xxxxx xx Xxxx xx Xxxxxxa (including any the related notes, where applicable) included fairly presents in all material respects the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank of America and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 4.6 (including any the related notes, where applicable) and statement of cash flow included fairly present in the Minority Bank Financial Statements presents fairly all material respects the results of the consolidated operations and cash flow, respectively, changes in shareholders' equity and consolidated financial position of Bank of America and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for the period respective dates therein set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationforth, subject to normal, recurring normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such statements (which adjustments will not beincluding the related notes, individually where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the aggregate, material)notes thereto. The books and records of Bank of America and its Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records requirements and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete Parent has previously made available to Subject Company copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Parent and its Subsidiaries, as of December 31, 2011for the fiscal years 1993 and 1994, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ ' equity and cash flows for the fiscal years then ended1992 through 1994, inclusive, as reported in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Parent and (b) the unaudited interim consolidated balance sheet of the Minority Bank Parent and its Subsidiaries as of June September 30, 2012 (the “Minority Bank Interim Balance Sheet”) 1994 and September 30, 1995 and the related statement unaudited consolidated statements of income income, cash flows and changes in stockholders' equity for the sixperiods then ended, as reported in Parent's Quarterly Report on Form 10-month Q for the period then ended (together September 30, 1995 filed with the Minority Bank Interim Balance Sheet, SEC under the “Minority Bank Interim Financial Statements”)Exchange Act. The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each December 31, 1994 consolidated balance sheet of Parent (including any the related notes, where applicable) included in fairly presents the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Parent and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 4.6 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements referred to in Section 6.12 hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flow, respectively, changes in stockholders' equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth. Each of such statements (including the period set forth thereinrelated notes, where applicable) complies, and the financial statements referred to in Section 6.12 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; providedand each of such statements (including the related notes, howeverwhere applicable) has been, that and the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject financial statements referred to normal, recurring year-end adjustments (which adjustments in Section 6.12 will not be, individually prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the aggregatenotes thereto or, material)in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Parent and its Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records requirements and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete SJNB has previously delivered to Saratoga copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets consolidated statements of the Minority Bank financial condition of SJNB and its Subsidiaries, as of December 31, 2011for the fiscal years 1997 and 1998, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows for the fiscal years then ended1996 through 1998, and (b) inclusive, as reported in SJNB's Annual Reports on Form 10-K for the unaudited interim balance sheet relevant fiscal years filed with the SEC under the Exchange Act, in each case accompanied by the report of the Minority Bank as of June 30KPMG LLP, 2012 independent auditors with respect to SJNB (the “Minority Bank Interim Balance Sheet”) consolidated financial statements of SJNB and its Subsidiaries referred to in this sentence being hereinafter sometimes referred to as the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim "SJNB Consolidated Financial Statements”"). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by financial statements referred to in this Section 3.2(d) (including the Minority Bank’s independent auditorrelated notes, who has expressed an unqualified opinion on where applicable) fairly present, and the consolidated financial statements referred to in Section 5.14 hereof will fairly present (subject in the cases of the unaudited statements, to normal recurring and year-end audit adjustments, none of which are expected to be material in nature or amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial condition of SJNB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such Minority Bank Financial Statementsstatements (including the related notes, where applicable) complies, and the financial statements referred to in Section 5.14 hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified by been, and the Minority Bank’s chief executive officer and principal accounting officer. The booksfinancial statements referred to in Section 5.14 will be, records and accounts of prepared, in all material respects, in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of the Minority Bank accurately unaudited statements (subject to normal recurring and fairly reflectyear-end audit adjustments), as permitted by Form 10-Q. The books and records of SJNB and its Subsidiaries have been, and are being, maintained where required in reasonable detailall material respects in accordance with GAAP and any other applicable legal and accounting requirements and, all where such books and records purport to reflect any transactions, the transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankso reflected are actual transactions.

Financial Statements. Schedule 3.6 sets forth true True and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (ai) the audited consolidated balance sheets and the related consolidated statements of income and expenses, members’ equity, and cash flows of the Minority Bank Business for each of the two fiscal years ended as of December 31, 20112011 and December 31, 2010 2010, together with all related notes and 2009 and schedules thereto, accompanied by the related statements of income, changes in stockholders’ equity and cash flows for the fiscal years then ended, and (b) the unaudited interim balance sheet reports thereon of the Minority Bank as of June 30, 2012 Transferor’s accountants (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Transferor Audited Financial Statements”); (ii) the audited consolidated balance sheet and the related consolidated statement of income and expenses, members’ equity, and cash flows of the Business as of the quarterly period ended March 31, 2011; (iii) the unaudited consolidated balance sheet and the related consolidated statement of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended March 31, 2011, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the unaudited year-to-date period ended on the last day of the full calendar month immediately preceding the Closing, together with all related notes and schedules thereto accompanied by the reports thereon of the Transferor’s accountants (the “Transferor Interim Financial Statements” and, together with the Transferor Audited Financial Statements, the “Transferor Financial Statements”) have been delivered or will be delivered by the Transferors to Parent, subject to completion by SFX’s Accountant, at Acquiring Parties’ cost. The Minority Bank Transferor Financial Statements are complete (A) were prepared in accordance with the books of account and correct other financial records of the Transferors, (B) present fairly the consolidated financial condition and results of operations of the Transferors as of the dates thereof or for the periods covered thereby, (C) have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP applied on a basis consistent basis throughout with the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position past practices of the Minority Bank as of the date thereof, Transferors and each income statement (including any related notesD) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each presentation of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each consolidated financial condition of the Minority Bank Interim Financial Statements has been certified by Transferors and the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each results of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items operations of income and expense, assets and liabilities and accruals relating to the Minority BankTransferor as of the dates thereof or for the periods covered thereby.

Financial Statements. Schedule 3.6 sets forth true There has been furnished to the -------------------- Administrative Agent and complete copies each of the following financial statements (collectively, the “Minority Bank Financial Statements”): Banks (a) the audited a consolidated balance sheets sheet of the Minority Bank Borrower as of at December 31, 20111997, 2010 December 31, 1996 and 2009 December 31, 1995, and the related statements a consolidated statement of income, changes in stockholders’ equity income and cash flows flow of the Borrower for the fiscal years year then ended, certified by the Borrower's independent certified public accountants, and (b) the unaudited interim consolidated balance sheet sheets of the Minority Bank Borrower as of at March 31, 1997, June 30, 2012 1997, and September 30, 1997 and consolidated statements of income and of cash flow of the Borrower for the respective fiscal periods then ended and as set forth in the Borrower's Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the financial statements prepared in accordance with clause (the “Minority Bank Interim Balance Sheet”a) above, such balance sheet and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included , and present fairly in the Minority Bank Financial Statements presents fairly all material respects the financial position of the Minority Bank Borrower and its Subsidiaries as at the close of business on the date thereof, respective dates thereof and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank Borrower and its Subsidiaries for the period set forth thereinfiscal periods then ended; providedor, howeverin the case of the financial statements referred to in clause (b), that have been prepared in accordance with Rule 10-01 of Regulation S-X of the Minority Bank Interim Financial Statements Securities and Exchange Commission, and contain all adjustments necessary for a fair presentationpresentation of (i) the results of operations of the Borrower for the periods covered thereby, (ii) the financial position of the Borrower at the date thereof, and (iii) the cash flows of the Borrower for periods covered thereby (subject to normal, recurring year-end adjustments adjustments). There are no contingent liabilities of the Borrower or its Subsidiaries as of such dates involving material amounts, known to the executive management of the Borrower that (which adjustments will not be, individually x) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP and the aggregate, material)rules and regulations of the Securities and Exchange Commission, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank(y) were not so disclosed.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) The Borrower has heretofore furnished to the audited balance sheets Lenders (i) the consolidated statements of the Minority Bank as of December 31, 2011, 2010 financial condition and 2009 and the related statements of income, comprehensive income, changes in stockholders’ equity and cash flows of BATS as of and for the fiscal years year ended December 31, 2012, audited by and accompanied by the opinion of KPMG LLP, independent public accountants, (ii) the condensed consolidated statements of financial condition of BATS as of March 31, 2013, June 30, 2013 and September 30, 2013 and the related condensed consolidated statements of income and cash flows for the fiscal quarters then ended, certified by a Financial Officer of BATS, (iii) the consolidated statement of financial condition and related statements of operations, changes in members’ equity and cash flows of Direct Edge as of and for the fiscal year ended December 31, 2012, audited by and accompanied by the opinion of PricewaterhouseCoopers LLP, independent public accountants, and (biv) the unaudited interim balance sheet consolidated statement of the Minority Bank financial condition of Direct Edge as of March 31, 2013, June 30, 2012 (the “Minority Bank Interim Balance Sheet”) 2013 and September 30, 2013, the related statement statements of income for the six-month period fiscal quarters then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”)ended. The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents Such financial statements fairly present the financial position of the Minority Bank as of the date thereof, condition and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flowflows of, respectively, in the case of the Minority Bank financial statements referred to in clauses (i) and (ii) above, BATS and its consolidated Subsidiaries, and in the case of the financial statements referred to in clauses (iii) and (iv) above, Direct Edge and its consolidated Subsidiaries, in each case as of such dates and for such periods. Such statements of financial condition and the period set forth therein; providednotes thereto disclose all material liabilities, howeverdirect or contingent, that of, in the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationcase of the financial statements referred to in clauses (i) and (ii) above, subject BATS and its consolidated Subsidiaries, and in the case of the financial statements referred to normalin clauses (iii) and (iv) above, recurring Direct Edge and its consolidated Subsidiaries, in each case as of the dates thereof. Such financial statements were prepared in accordance with GAAP, subject, in the case of unaudited financial statements, to year-end audit adjustments (which adjustments will not be, individually or in and the aggregate, material), and lack absence of footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank.

Financial Statements. Schedule 3.6 sets forth true and complete SFS has previously made available to HBE copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets consolidated statements of financial condition of SFS and the Minority Bank SFS Subsidiaries as of December 31, 20111996 and 1997, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows for the fiscal years then endedended December 31, 1995, 1996 and 1997, inclusive, as reported in SFS's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "SFS Form 10-K") filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Ernst & Young LLP, independent public accountants with respect to SFS, and (b) the unaudited interim balance sheet consolidated statements of financial condition of SFS and the Minority Bank SFS Subsidiaries as of June 30March 31, 2012 (the “Minority Bank Interim Balance Sheet”) 1998, and the related statement unaudited consolidated statements of income income, shareholders' equity and cash flows for the sixthree-month period then ended (together as reported in SFS's Quarterly Report on Form 10-Q for the period ended March 31, 1998 filed with the Minority Bank Interim Balance Sheet, SEC under the “Minority Bank Interim Financial Statements”Exchange Act (the "SFS First Quarter 10-Q"). The Minority Bank Financial Statements are complete December 31, 1997 consolidated statements of financial condition of SFS (including the related notes, where applicable) fairly present the consolidated financial position of SFS and correct the SFS Subsidiaries as of the dates thereof, and have the other financial statements referred to in this Section 4.6 or included in the SFS Reports (including the related notes, where applicable) fairly present the results of the consolidated operations and shareholders' equity and consolidated financial position of SFS and the SFS Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in conformity all material respects in accordance with generally accepted accounting principles (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except, in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank each case, as of the date thereof, and each income statement (including any related notes) and statement of cash flow included indicated in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually such statements or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflectnotes thereto or, in reasonable detailthe case of unaudited statements, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank.as permitted by Form 10-Q.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) The Company has delivered to the Buying Parties (i) the audited balance sheets of the Minority Bank Partners as of December 31, 20112006, 2010 December 31, 2007 and 2009 December 31, 2008 (the date of the most recent such balance sheet being referred to herein as the “Balance Sheet Date”), and the related audited statements of income, changes change in stockholders’ equity member’s equity, and of cash flows of Partners for the fiscal three years then endedended December 31, 2008 (the foregoing audited financial statements, together with any additional audited financial statements of Partners provided after the date hereof pursuant hereto, including the notes thereto and all related compilations, reviews and other reports issued by its accountants with respect thereto, the “Audited Financial Statements”), and (bii) the unaudited interim balance sheet sheets of the Minority Bank Partners as of June 30January 31, 2012 (the “Minority Bank Interim Balance Sheet”) 2009, and the related statement unaudited statements of income of Partners for the six-month period then ended January 31, 2009 (the foregoing unaudited financial statements, together with any additional unaudited financial statements of Partners provided after the date hereof pursuant hereto, including the notes thereto and all related compilations, reviews and other reports issued by its accountants with respect thereto, the “Most Recent Financial Statements”, and together with the Minority Bank Interim Balance SheetAudited Financial Statements, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included GAAP consistently applied, and fairly present in the Minority Bank Financial Statements presents fairly all material respects the financial position condition of the Minority Bank Partners as of the date thereof, dates thereof and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of their operations and cash flow, respectively, of the Minority Bank for the period set forth thereinperiods covered thereby; provided, however, that the Minority Bank Interim interim Most Recent Financial Statements contain all adjustments necessary for a fair presentation, are subject to normal, normal recurring year-end adjustments (adjustments, which adjustments will not be, individually or in the aggregate, aggregate are not material), and lack footnotesfootnotes and other presentation items. Each No financial statements of any Person other than Partners are required by GAAP to be included in the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each consolidated financial statements of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority BankPartners.

Financial Statements. Schedule 3.6 sets forth true and complete (a) The Seller has made available to the Buyer copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Seller and its Subsidiaries as of December 3131 for the fiscal years 1999 and 2000, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ ' equity and cash flows for the fiscal years then ended1998 through 2000, inclusive, as reported in the Seller's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of Xxxxxx Xxxxxxxx LLP, independent public accountants for the Seller, and (b) the unaudited interim consolidated balance sheet of the Minority Bank Seller and its Subsidiaries as of June September 30, 2012 (the “Minority Bank Interim Balance Sheet”) and 2001, the related statement unaudited consolidated statements of income for the sixnine (9) months ended September 30, 2001 and September 30, 2000 and the related unaudited consolidated statements of cash flows for the nine (9) months ended September 30, 2001 and September 30, 2000 and the related unaudited changes in stockholder's equity for the nine (9) months ended September 30, 2001. The December 31, 2000 consolidated balance sheet of the Seller (including the related notes, where applicable) and the other financial statements referred to herein (including the related notes, where applicable) fairly present, in all material respects, and the financial statements to be included in any reports or statements (including reports on Forms 10-month period then ended (together Q and 10-K) to be filed by the Seller with the Minority Bank Interim Balance SheetSEC after the date hereof will fairly present, in all material respects, the “Minority consolidated financial position and results of the consolidated operations and cash flows and changes in stockholders' equity of the Seller and the Seller Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete for the respective fiscal periods or as of the respective dates therein set forth; and correct each of such statements (including the related notes, where applicable) has been and have been will be prepared in conformity accordance with generally accepted accounting principles (“"GAAP”") consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except as otherwise set forth in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereofnotes thereto (subject, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results case of operations and cash flowunaudited interim statements, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring normal year-end adjustments (which adjustments will not be, individually or in the aggregate, materialadjustments), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified consolidated financial statements of the Seller and the Seller Bank, including, in each case, the notes thereto, made available to the Buyer comply, and the financial statements to be filed with the SEC by the Minority Bank’s independent auditorSeller after the date hereof will comply, who has expressed an unqualified opinion on such Minority Bank Financial Statementsin all material, respects with applicable accounting requirements and each with the published rules and regulations of the Minority SEC with respect thereto. Without limiting the generality of the foregoing, the allowance for possible loan losses included in the consolidated financial statements of the Seller for the period ended December 31, 2000 was determined in accordance with GAAP to be adequate to provide for losses relating to or inherent in the loan and lease portfolios of the Seller and the Seller Bank Interim Financial Statements has been certified (including without limitation commitments to extend credit). Such reserves for possible loan losses comply in all material respects with all loan loss reserve guidelines utilized by the Minority Bank’s chief executive officer and principal accounting officer. The booksSeller, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating which guidelines have not been objected to the Minority Bankby any regulatory agency having jurisdiction with respect thereto.

Financial Statements. Schedule 3.6 sets forth true and complete copies Receipt by the Amendment Arrangers (which in the case of the following financial statements (collectivelyAdministrative Agent, shall provide the “Minority Bank Financial Statements”same to the Lenders): (aA) the audited consolidated balance sheets of the Minority Bank as of December 31, 2011, 2010 Borrower and 2009 Convergys and the related consolidated statements of incomeincome or operations, changes shareholders’ equity and cash flows, for each of the three most recently completed fiscal years ended at least ninety (90) days before the Amendment Closing Date, including, an unqualified audit report thereon; (B) as soon as available and in stockholdersany event within forty-five (45) days after the end of each fiscal quarter following the most recent fiscal year-end financial statements delivered pursuant to the immediately preceding clause (A), an unaudited consolidated balance sheet of each of the Borrower and Convergys and related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the elapsed interim period following the last completed fiscal years then ended, year and (b) for the unaudited interim balance sheet comparable periods of the Minority Bank as of June 30, 2012 prior fiscal year (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Quarterly Financial Statements”). The Minority Bank ; and (C) pro forma consolidated balance sheet and related consolidated statement of income or operations of the Borrower for the last completed fiscal year and for the latest interim period covered by the Quarterly Financial Statements of the Borrower, in each case after giving effect to this Amendment, the Convergys Acquisition and the other transactions contemplated hereby (the “Pro Forma Financial Statements”), promptly after the historical financial statements for such periods are complete and correct and have been available, all of which financial statements shall be prepared in conformity accordance with generally accepted accounting principles in the United States and meet the requirements of Regulation S-X under the Securities Act of 1933, as amended (the “GAAPSecurities Act”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position and all other accounting rules and regulations of the Minority Bank as of SEC promulgated thereunder applicable to a registration statement under the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth thereinSecurities Act on Form S-3; provided, howeverthat financial statements of Convergys and the Pro Forma Financial Statements shall only be provided to the extent required by Rule 3-05 and Article 11 of Regulation S-X; provided, further, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments Borrower’s and Convergys’s public filing of any required financial statements with the SEC shall satisfy the requirements of clauses (which adjustments will not be, individually or in the aggregate, materialA) and (B) of this paragraph (g), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank.

Financial Statements. Schedule 3.6 sets forth true and complete The Company has previously made available to Buyer copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Company as of December 31, 2011, 2010 and 2009 31 for the fiscal years 2001 through 2004 and the related consolidated statements of income, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows for the fiscal years then ended2001 through 2004, and (b) as reported in the unaudited interim Company’s Annual Report on Form 10-KSB for the fiscal years ended December 31, 2004 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of the Company’s independent registered public accountants. The December 31, 2004 consolidated balance sheet of the Minority Bank as of June 30, 2012 Company (the “Minority Bank Interim Balance Sheet”) and including the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheetnotes, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”where applicable) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements fairly presents fairly the financial position of the Minority Bank Company as of the date thereof, and each income statement the other financial statements referred to in this Section 4.6 (including any the related notes, where applicable) fairly present, and statement the financial statements to be filed by the Company with the SEC after the date of cash flow included this Agreement will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and cash flow, respectively, financial position of the Minority Bank Company for the period respective fiscal periods or as of the respective dates therein set forth thereinforth; providedeach of such statements, however(including the related notes, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) complies, and lack footnotes. Each the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified been, and the financial statements to be filed by the Minority Bank’s chief executive officer and principal accounting officerCompany with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-QSB. The books, books and records and accounts of each of the Minority Bank accurately Company have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. To the knowledge of the Company, the non-audited, company prepared consolidated financial statements of the Company as of March 31, 2005 fairly reflect, in reasonable detail, all transactions and all items present the financial condition of income and expense, assets and liabilities and accruals relating to the Minority BankCompany as of that date.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) Buyer has previously made available to the audited Company copies of (i) the consolidated balance sheets of the Minority Bank Buyer and its Subsidiaries as of December 31, 2011, 2010 31 for the fiscal years 1997 and 2009 1998 and the related consolidated statements of income and comprehensive income, changes in stockholders’ shareholders' equity and cash flows for the fiscal years then ended1996 through 1998, inclusive, as reported in Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Xxxxxx Xxxxxxxx, LLP, independent public accountants with respect to Buyer, and (bii) the unaudited interim consolidated balance sheet sheets of the Minority Bank Buyer and its Subsidiaries as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) 1999 and June 30, 1998 and the related statement unaudited consolidated statements of income and comprehensive income, changes in shareholders' equity and cash flows for the six-month period periods then ended (together as reported in Buyer's Quarterly Report on Form 10-Q for the period ended June 30, 1999 filed with the Minority Bank Interim Balance Sheet, SEC under the “Minority Bank Interim Financial Statements”)Exchange Act. The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each December 31, 1998 consolidated balance sheet of Buyer (including any the related notes, where applicable) included in fairly presents the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Buyer and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 5.6 (a) (including any the related notes, where applicable) fairly present and statement of cash flow included the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flow, respectively, changes in shareholders' equity and consolidated financial position of Buyer and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth; each of such statements (including the period set forth therein; providedrelated notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) comply, and lack footnotes. Each the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified by been, and the Minority Bank’s chief executive officer and principal accounting officer. The booksfinancial statements to be filed with the SEC after the date hereof will be, records and accounts of each of prepared in accordance with GAAP consistently applied during the Minority Bank accurately and fairly reflectperiods involved, except as indicated in the notes thereto or, in reasonable detailthe case of unaudited statements, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank.as permitted by Form 10-Q.

Financial Statements. Schedule 3.6 sets forth true and complete Parent has previously made available to the Company copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (ai) the audited consolidated balance sheets of the Minority Bank Parent and its Subsidiaries as of December 31, 20112002 and 2003, 2010 and 2009 and the related consolidated statements of incomeoperations, changes in stockholdersshareholders’ equity and cash flows for the fiscal years then ended2001 through 2003, inclusive, as included in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the SEC under the Exchange Act, accompanied by the audit report of Xxxxx Xxxxxxxx LLP, independent public accountants with respect to Parent, and (bii) the unaudited interim consolidated balance sheets of Parent and its Subsidiaries as of September 30, 2004 and the related unaudited consolidated statements of operations, cash flows and changes in shareholders’ equity for the three- and nine-month periods then ended as included in Parent’s Quarterly Report on Form 10-Q for the period ended September 30, 2004 filed with the SEC under the Exchange Act. The December 31, 2003 consolidated balance sheet of the Minority Bank as of June 30, 2012 Parent (the “Minority Bank Interim Balance Sheet”) and including the related statement of income for notes, where applicable) fairly presents the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Parent and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 5.02(f) (including any the related notes, where applicable) fairly present, and statement the financial statements to be filed by Parent with the SEC after the date of cash flow included this Agreement will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flow, respectively, consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth; each of such statements (including the period set forth therein; providedrelated notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) complies, and lack footnotes. Each the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified been, and the financial statements to be filed by Parent with the Minority Bank’s chief executive officer and principal accounting officer. The booksSEC after the date of this Agreement will be, records and accounts of each of prepared in accordance with GAAP consistently applied during the Minority Bank accurately and fairly reflectperiods involved, except as indicated in the notes thereto or, in reasonable detailthe case of unaudited statements, all transactions and all items as permitted by Form 10-Q. Xxxxx Xxxxxxxx LLP has not resigned or been dismissed as independent public accountants of income and expenseParent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, assets and liabilities and accruals relating to the Minority Bankfinancial statement disclosure or auditing scope or procedure.

Financial Statements. Schedule 3.6 sets forth true There has been furnished to the Administrative Agent and complete copies each of the following financial statements (collectively, the “Minority Bank Financial Statements”): Banks (a) the audited a consolidated balance sheets sheet of the Minority Bank US Guarantor as of at December 31, 20112006, 2010 and 2009 and the related statements a consolidated statement of income, changes in stockholders’ equity income and cash flows flow of the US Guarantor for the fiscal years year then ended, certified by the US Guarantor’s independent certified public accountants, and (b) the unaudited interim condensed consolidated balance sheets of the US Guarantor and the Consolidated Subsidiaries as at September 30, 2007, and interim condensed consolidated statements of income and of cash flow of the US Guarantor and the Consolidated Subsidiaries for the respective fiscal periods then ended and as set forth in the US Guarantor’s Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the financial statements prepared in accordance with clause (a) above, such balance sheet of the Minority Bank as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included GAAP and present fairly in the Minority Bank Financial Statements presents fairly all material respects the financial position of the Minority Bank US Guarantor and the Consolidated Subsidiaries as at the close of business on the date thereof, respective dates thereof and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank US Guarantor and the Consolidated Subsidiaries for the period set forth thereinfiscal periods then ended; providedor, howeverin the case of the financial statements referred to in clause (b), that have been prepared in a manner consistent with the Minority Bank Interim Financial Statements accounting practices and policies employed with respect to the audited financial statements reported in the US Guarantor’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission, and contain all adjustments necessary for a fair presentationpresentation of (A) the results of operations of the US Guarantor for the periods covered thereby, (B) the financial position of the US Guarantor at the date thereof, and (C) the cash flows of the US Guarantor for periods covered thereby (subject to normal, recurring year-end adjustments adjustments). There are no contingent liabilities of the US Guarantor or the Consolidated Subsidiaries as of such dates involving material amounts, known to the executive management of the US Guarantor that (which adjustments will not be, individually aa) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP and the aggregate, material)rules and regulations of the Securities and Exchange Commission, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank(bb) were not so disclosed.

Financial Statements. Schedule 3.6 sets forth true and complete CIT has previously made available to Newcourt copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of CIT and the Minority Bank CIT Subsidiaries as of December 31, 2011, 2010 31 for the fiscal years 1997 and 2009 1998 and the related consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows for the fiscal years then ended1996 through 1998, inclusive, in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to CIT and (b) the unaudited interim consolidated balance sheet sheets of CIT and the Minority Bank CIT Subsidiaries as of March 31, 1999 and June 30, 2012 (the “Minority Bank Interim Balance Sheet”) 1999 and the related statement unaudited consolidated statements of income income, changes in shareholders' equity and cash flows for the six-three month period and six month periods then ended ended, respectively. The December 31, 1997 and 1998 consolidated balance sheets of CIT, including the related notes, fairly present the consolidated financial position of CIT and its Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 5.6 (together including the related notes, where applicable) fairly present and the financial statements to be filed with the Minority Bank Interim Balance SheetSEC after the date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete results of the consolidated operations and correct changes in shareholders' equity and have been consolidated financial position of CIT and the CIT Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in conformity accordance with United States generally accepted accounting principles (“"U.S. GAAP”") consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except as indicated in the Minority Bank Financial Statements presents fairly notes thereto or, in the case of unaudited interim statements, as permitted by Form 10-Q. Except (A) as reflected in such financial position statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and (C) for liabilities or obligations incurred in the ordinary course of business, neither CIT nor any of the Minority Bank CIT Subsidiaries has any liabilities or obligations of any nature as of the date thereofof this Agreement, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not bewhich, individually or in the aggregate, material)have had a Material Adverse Effect on CIT as of the date of this Agreement. The books and records of CIT and the Significant CIT Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with U.S. GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankrequirements.

Financial Statements. Schedule 3.6 sets forth true and complete The Company has previously made available to Parent copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (ai) the audited balance sheets statements of financial condition of the Minority Bank Company and its Subsidiaries as of December 31September 30, 20112002 and 2003, 2010 and 2009 and the related consolidated statements of incomeoperations, comprehensive income (loss), changes in stockholders’ equity and cash flows for the fiscal years then ended2001 through 2003, inclusive, as included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003 filed with the SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to the Company, and (bii) the unaudited interim balance sheet statement of financial condition of the Minority Bank Company and its Subsidiaries as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) 2004 and the related statement unaudited consolidated statements of income operations and cash flows for the sixthree- and nine-month period periods then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) as included in the Minority Bank Financial Statements Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004 filed with the SEC under the Exchange Act. The September 30, 2003 consolidated statement of condition of the Company (including the related notes, where applicable) fairly presents fairly the consolidated financial position of the Minority Bank Company and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 5.01(f) (including any the related notes, where applicable) fairly present, and statement the financial statements to be filed by the Company with the SEC after the date of cash flow included this Agreement will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flow, respectively, consolidated financial position of the Minority Bank Company and its Subsidiaries for the period respective fiscal periods or as of the respective dates therein set forth thereinforth; providedeach of such statements (including the related notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) complies, and lack footnotes. Each the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified been, and the financial statements to be filed by the Minority Bank’s chief executive officer and principal accounting officer. The booksCompany with the SEC after the date of this Agreement will be, records and accounts prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of each unaudited statements, as permitted by Form 10-Q. KPMG LLP has not resigned or been dismissed as independent public accountants of the Minority Bank accurately and fairly reflectCompany as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankfinancial statement disclosure or auditing scope or procedure.

Financial Statements. Schedule 3.6 sets forth true The Administrative Agent and complete copies of the following financial statements Lenders will have received (collectively, the “Minority Bank Financial Statements”): (ai) the audited consolidated balance sheets and related statements of income and cash flows of each of the Minority Bank as of Borrower and the Acquired Business for the Fiscal Years ending December 31, 20112015 and December 31, 2010 2016 (which the Administrative Agent acknowledges have been received); (ii) the unaudited consolidated balance sheets and 2009 and the related statements of income, changes in stockholders’ equity income and cash flows of the Borrower and, to the extent received by the Borrower pursuant to the terms of the Acquisition Agreement, the Acquired Business, for each completed Fiscal Quarter of the Borrower or the Acquired Business, as applicable, ended after December 31, 2016 and ended at least 45 days prior to the Closing Date; and (iii) a pro forma consolidated balance sheet for the fiscal years then ended, Borrower and its Subsidiaries (bincluding the Acquired Business) the unaudited interim balance sheet as of the Minority Bank as last day of June 30, 2012 the most recent period covered by the financial statements of the Acquired Business that have been delivered to the Borrower pursuant to the preceding clause (the “Minority Bank Interim Balance Sheet”ii) and the related a pro forma consolidated statement of comprehensive income (loss) for the sixBorrower for the twelve-month period then ended as of the last day of the most recent period covered by the financial statements of the Borrower that have been delivered pursuant to the preceding clause (together with ii); provided that the Minority Bank Interim Balance Sheet, financial statements of the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and Borrower shall have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly GAAP and the financial position statements of the Minority Bank as of Acquired Business under clauses (ii) (with respect to the date thereofFiscal Quarter ending September 30, 2017 and each income statement (including any related notesFiscal Year to date) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject (iii) shall have been reconciled to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority BankGAAP.

Financial Statements. Schedule 3.6 sets forth true and complete Saratoga has previously delivered to SJNB copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets consolidated statements of the Minority Bank financial condition of Saratoga and its Subsidiaries, as of December 31, 2011for the fiscal years 1997 and 1998, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows for the fiscal years then ended1996 through 1998, inclusive, as reported in Saratoga's Annual Reports on Form 10-K for the relevant fiscal years filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the report of Deloitte & Touche LLP, independent auditors with respect to Saratoga (the consolidated financial statements of Saratoga and its Subsidiaries referred to in this sentence being hereinafter sometimes referred to as the "Saratoga Consolidated Financial Statements"). Each of the financial statements referred to in this Section 3.1(d) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 5.14 hereof will fairly present (b) subject, in the cases of the unaudited interim balance sheet statements, to normal recurring and year-end audit adjustments, none of which are expected to be material in nature or amount), the results of the Minority Bank consolidated operations and changes in shareholders' equity and consolidated financial condition of Saratoga and its Subsidiaries for the respective fiscal periods or as of June 30the respective dates therein set forth. Each of such statements (including the related notes, 2012 (the “Minority Bank Interim Balance Sheet”where applicable) complies, and the related statement of income for the six-month period then ended (together financial statements referred to in Section 5.14 hereof will comply, in all material respects, with applicable accounting requirements and with the Minority Bank Interim Balance Sheetpublished rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared financial statements referred to in conformity Section 5.14 will be, prepared, in all material respects, in accordance with United States generally accepted accounting principles (“"GAAP”") consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except in each case as indicated in such statements or in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereofnotes thereto or, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results case of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, unaudited statements (subject to normal, normal recurring and year-end adjustments (which adjustments will not be, individually or in the aggregate, materialaudit adjustments), as permitted by Form 10-Q. The books and lack footnotes. Each records of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial StatementsSaratoga and its Subsidiaries have been, and each of are being, maintained where required in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and, where such books and records purport to reflect any transactions, the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankso reflected are actual transactions.

Financial Statements. (a) Schedule 3.6 7.7 of the Price Disclosure Schedule sets forth true and complete correct copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (ai) the audited balance sheets of AGC and each of its Subsidiaries on a consolidated basis for the Minority Bank as of fiscal years ended December 31, 20112000 and 1999 and the unaudited balance sheet of AGC and its Subsidiaries for the year ended December 31, 2010 2001; and 2009 (ii) the unaudited balance sheets of (x) GEI and each of its Subsidiaries on a consolidated basis; and (y) each of the Transferred Entities and their respective Subsidiaries on a consolidated basis, and, in each case, the related statements of income, changes in stockholders’ owners' equity and cash flows for each of the fiscal years then endedended December 31, 2001, December 31, 2000 and December 31, 1999 (b) which shall be audited in the case of AGC and its Subsidiaries for the fiscal years ended December 31, 2000 and 1999 and unaudited interim balance sheet for the fiscal year ended December 31, 2001 and unaudited in the case of GEI and its Subsidiaries and the Minority Bank as of June 30, 2012 Transferred Entities and their respective Subsidiaries (the “Minority Bank Interim Balance Sheet”) balance sheets referred to in this sentence, the "BALANCE SHEETS," and the related statement of income for Balance Sheets and the six-month period then ended (other statements referred to in this sentence, together with the Minority Bank Interim Balance Sheetnotes thereto, the “Minority Bank Interim Financial Statements”"FINANCIAL STATEMENTS"). The Minority Bank Financial Statements Balance Sheets are complete and correct in all material respects and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout present fairly and accurately the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of each of the Minority Bank Price Entities to which they relate as of the date thereof, and each income statement the other financial statements referred to in this Section 7.7(a) (including any the related notesnotes thereto) are complete and statement of cash flow included correct in the Minority Bank Financial Statements presents all material respects and present fairly and accurately the results of the operations and cash flow, respectively, flows for the fiscal periods therein set forth of each of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject Price Entities to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotesthey relate. Each of the audited Minority Bank Financial Statements has been certified by prepared in accordance with GAAP (or with respect to European Golf LLC, U.K. GAAP) consistently applied during the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankperiods involved.

Financial Statements. Schedule 3.6 sets forth true The Company has previously made available to Parent and complete to SRH copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Company and its Subsidiaries as of December 31, 20111997 and December 31, 2010 and 2009 and 1998, (b) the related consolidated statements of income, changes in stockholders’ ' equity and cash flows for the fiscal years then ended1996 through 1998, inclusive, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of the Company's independent public accountants, and (bc) the unaudited consolidated interim balance sheet financial statements of the Minority Bank as Company included in the draft provided to Parent prior to the date hereof of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) and financial statements to be included in the related statement of income Company's Quarterly Report on Form 10-Q for the six-month period then fiscal quarter ended March 31, 1999 (together with the Minority Bank Interim Balance Sheetexcluding notes, the “Minority Bank Interim "Draft Company Financial Statements”"). The Minority Bank Financial Statements are complete financial statements referred to in the preceding sentence (including the related notes, where applicable) fairly present in all material respects the consolidated financial position of the Company and correct its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, and have any financial statements filed by the Company with the SEC under the Exchange Act after the date of this Agreement (including the related notes, where applicable) will fairly present in all material respects (including the related notes, where applicable) (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply (and, in the case of the financial statements filed after the date of this Agreement, will comply) in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared (and, in conformity the case of the financial statements filed after the date of this Agreement, will be prepared) in all material respects in accordance with United States generally accepted accounting principles (“"GAAP”") or regulatory accounting principles, as applicable, consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except, in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank each case, as of the date thereof, and each income statement (including any related notes) and statement of cash flow included indicated in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually such statements or in the aggregate, material)notes thereto. The books and records of the Company and its Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statementsmaintained in all material respects in accordance with GAAP or regulatory accounting principles, as applicable, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankrequirements.

Financial Statements. Schedule 3.6 sets forth true and complete The Seller has made available to the Parent copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (ai) the audited consolidated balance sheets of the Minority Bank Seller and its subsidiaries as of December 31, 20112005, 2010 December 31, 2004 and 2009 December 31, 2003, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the fiscal years then ended2003 through 2005, inclusive, accompanied by the audit report of Ernst & Young LLP, independent public accountants for the Seller, and (bii) the unaudited interim consolidated balance sheet of Seller as of September 30, 2006 and the related unaudited consolidated statement of income and statement of cash flows for the nine-month period ended September 30, 2006 (the ‘‘Unaudited Balance Sheet’’). The December 31, 2005 audited consolidated balance sheet of the Minority Bank as of June 30Seller and its subsidiaries and the Unaudited Balance Sheet (collectively, 2012 (the “Minority Bank Interim ‘‘Seller Balance Sheet”’’) (including the related notes, where applicable) and the other financial statements of the Seller referred to in this Section 5.5 (including the related statement notes, where applicable) present fairly, in all material respects, and the financial statements to be included in any reports or statements (including reports on Forms 10-Q and 10-K) to be filed by the Seller with the SEC after the date hereof will present fairly, in all material respects, the consolidated financial position and results of income the consolidated operations and cash flows and changes in stockholders’ equity of the Seller and its subsidiaries for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the respective fiscal periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank or as of the date thereof, respective dates therein set forth; and each income statement of such statements (including any the related notes, where applicable) has been and statement of cash flow included will be prepared in accordance with GAAP, except as otherwise set forth in the Minority Bank Financial Statements presents fairly notes thereto (subject, in the results case of operations and cash flowunaudited interim statements, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring normal year-end adjustments (which adjustments will not be, individually or in the aggregate, materialadjustments), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified consolidated financial statements of the Seller and its subsidiaries, including, in each case, the notes thereto, made available to Parent comply, and the financial statements to be filed with the SEC by the Minority Bank’s independent auditorSeller after the date hereof will comply, who has expressed an unqualified opinion on such Minority Bank Financial Statements, with applicable accounting requirements and each with the published rules and regulations of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority BankSEC with respect thereto.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectivelySellers have delivered, the “Minority Bank Financial Statements”): or have caused to be delivered, to Buyer: (a) an audited consolidated closing balance sheet of the Company and its Subsidiaries at May 30, 2001, (b) audited consolidated balance sheets of the Minority Bank Company and its Subsidiaries as at each of December 31September 30, 20112001 and September 30, 2010 and 2009 2002, and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows flow, together with notes thereto, for each of the fiscal years four months and one year, respectively, then ended, and together with the report thereon of Ernst & Young, L.L.P., independent certified public accountants, (bc) the unaudited interim a consolidated balance sheet of the Minority Bank Company and its Subsidiaries as at February 28, 2003 (including any notes thereto, the “Balance Sheet”) and the related consolidated statements of June income, changes in stockholders’ equity and cash flow for the five months then ended, together with the report thereon of Ernst & Young, L.L.P., independent certified public accountants, (d) an unaudited consolidated balance sheet of the Company and its Subsidiaries as at September 30, 2012 2003, and (e) an unaudited consolidated balance sheet of the Company and its Subsidiaries as at November 30, 2003 (the “Minority Bank Interim Balance Sheet”) and the related statement unaudited consolidated statements of income income, changes in stockholders’ equity and cash flow for the six-month period 9 months then ended (together ended. Such financial statements fairly present the financial condition and the results of operations, changes in stockholders’ equity and cash flow of the Company and its Subsidiaries taken as a whole as at the respective dates of, and for the periods referred to, in such financial statements, all in accordance with GAAP, subject, in the Minority Bank Interim Balance Sheetcase of interim financial statements, to normal recurring year end adjustments and the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared absence of notes; the financial statements referred to in conformity with generally accepted this Section 3.4 reflect the consistent application of such accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved and from each, except as disclosed in the notes to such financial statements. Each balance sheet (including No financial statements of any related notes) Person other than the Company and its Subsidiaries are required by GAAP to be included in the Minority Bank Financial Statements presents fairly the consolidated financial position statements of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority BankCompany.

Financial Statements. Schedule 3.6 sets forth true True and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (ai) the audited consolidated balance sheets and the related consolidated statements of income and expenses, stockholders’ equity, and cash flows of the Minority Bank Business for each of the two fiscal years ended as of December 31, 20112011 and December 31, 2010 2010, together with all related notes and 2009 and schedules thereto, accompanied by the related statements reports thereon of income, changes in stockholders’ equity and cash flows for the fiscal years then ended, and (b) the unaudited interim balance sheet of the Minority Bank as of June 30, 2012 Transferor’s accountants (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Transferor Audited Financial Statements”); (ii) the audited consolidated balance sheet and the related consolidated statement of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended March 31, 2011; (iii) the unaudited consolidated balance sheet and the related consolidated statement of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended March 31, 2012, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the unaudited year-to-date period ended on the last day of the full calendar month immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Transferor Interim Financial Statements” and, together with the Transferor Audited Financial Statements, the “Transferor Financial Statements”) have been delivered or will be delivered by Transferor to Parent, subject to completion by SFX’s Accountant, at Acquiring Parties’ cost. The Minority Bank Transferor Financial Statements are complete (A) were prepared in accordance with the books of account and correct other financial records of Transferor, (B) present fairly the consolidated financial condition and results of operations of Transferor as of the dates thereof or for the periods covered thereby, (C) have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP applied on a basis consistent basis throughout with the periods involved. Each balance sheet past practices of Transferor and (including any related notesD) included in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each presentation of the audited Minority Bank Financial Statements has been certified by consolidated financial condition of Transferor and the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each results of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts operations of each Transferor as of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to dates thereof or for the Minority Bankperiods covered thereby.

Financial Statements. Schedule 3.6 sets forth true and complete CBI has previously delivered to Bancorp copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank CBI and its Subsidiaries as of December 31, 2011for the fiscal years 1993 and 1994, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ ' equity and cash flows for the fiscal years then ended1992 through 1994, and inclusive, as reported in CBI's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants, with respect to CBI, (b) the unaudited interim consolidated balance sheet of the Minority Bank CBI and its Subsidiaries as of June 30December 31, 2012 (the “Minority Bank Interim Balance Sheet”) 1995, and the related statement unaudited consolidated statements of income income, cash flows and changes in stockholders' equity for the sixfiscal year 1995 substantially in the form that is proposed to be reported in CBI's Annual Report on Form 10-month K for the period ended December 31, 1995, filed with the SEC under the Exchange Act, and (c) the unaudited consolidated balance sheets of CBI as of September 30, 1995, and September 30, 1994, and the related unaudited consolidated statements of income, cash flows, and changes in stockholders' equity for the nine months then ended (together as reported in CBI's Quarterly Report on Form 10-Q for the period ended September 30, 1995, filed with the Minority Bank Interim Balance SheetSEC under the Exchange Act. The financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete results of the consolidated operations and correct changes in stockholders' equity and have consolidated financial position of CBI and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in conformity accordance with generally accepted accounting principles (“"GAAP”") consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except in each case as indicated in such statements or in the Minority Bank Financial Statements presents fairly notes thereto or, in the case of unaudited quarterly statements, as permitted by Form 10-Q. The allowances for credit losses contained in the financial position statements referred to in this Section 3.6 were adequate as of their respective dates to absorb reasonably anticipated losses in the loan portfolio of CBI and its Subsidiaries in view of the Minority Bank size and character of such portfolio, the current economic conditions, and other pertinent factors and no facts have subsequently come to the attention of management of CBI that would cause management to restate in any material way the level of such allowance for credit losses. With respect to other real estate owned by CBI and its Subsidiaries, the value attributed thereto for purposes of compiling such financial statements does not exceed the aggregate fair market value of such real estate as of the date thereofof acquisition of such real estate or as subsequently reduced, all in accordance with regulations of the applicable Regulatory Agencies. The books and records of CBI and its Subsidiaries have been, and each income statement (including are being, maintained in all material respects in accordance with GAAP and any related notes) other applicable legal and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations accounting requirements and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete copies There has been furnished to each of the following financial statements (collectively, Lenders the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets sheet of the Minority Bank GWI and its Subsidiaries as of December 31, 20112013, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ equity income and cash flows of GWI and its Subsidiaries, in each case for the fiscal years year then ended, and (b) the unaudited interim balance sheet of the Minority Bank as of June 30, 2012 audited by PricewaterhouseCoopers LLP (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim GWI Audited Financial Statements”). The Minority Bank There has also been furnished to each of the Lenders the consolidated balance sheets for the Borrowers and their Restricted Subsidiaries and the consolidating balance sheets of the Borrowers and their Restricted Subsidiaries, in each case as of December 31, 2014, and the related consolidated statements of income and cash flow for the Borrowers and their Restricted Subsidiaries for the fiscal quarters then ended, and the consolidating statements of income and cash flow for the Borrowers and their Restricted Subsidiaries for the fiscal quarters then ended, each setting forth in comparative form the figures for the previous fiscal year (the “GWI Unaudited Financial Statements are complete Statements” and, together with the GWI Audited Financial Statements, the “GWI Historical Financial Statements”). All such balance sheets, statements of income, cash flow statements and correct financial statements and all financial statements delivered pursuant to §§9.4(a) and (b) have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents GAAP and fairly present the financial position condition of the Minority Bank Borrowers and their Restricted Subsidiaries as at the close of business on the date thereof, dates thereof and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, for the fiscal year or other period then ended. There are no contingent liabilities of the Minority Bank for Borrowers or their Restricted Subsidiaries as of such dates involving material amounts, to the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each knowledge of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each officers of any of the Minority Bank Interim Financial Statements has been certified by Borrowers, which were not disclosed in such balance sheet and statements and the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Banknotes related thereto.

Financial Statements. Schedule 3.6 sets forth true True and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (ai) the audited balance sheets and the related statements of income and expenses, members’ equity, and cash flows of MMG for each of the Minority Bank two fiscal years ended as of December 31, 20112011 and December 31, 2010 2010, together with all related notes and 2009 and schedules thereto, accompanied by the related statements reports thereon of income, changes in stockholders’ equity and cash flows for the fiscal years then ended, and (b) the unaudited interim balance sheet of the Minority Bank as of June 30, 2012 MMG’s accountants (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim MMG Audited Financial Statements”); (ii) the audited consolidated balance sheet and the related consolidated statements of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended September 30, 2011; (iii) the unaudited consolidated balance sheet and the related consolidated statement of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended September 30, 2012, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the unaudited year-to-date period ended on the last day of the full calendar month immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Transferor Interim Financial Statements” and, together with the MMG Audited Financial Statements, the “Transferor Financial Statements”) have been delivered or will be delivered by Transferor to Parent. The Minority Bank Transferor Financial Statements are complete (A) were prepared in accordance with the books of account and correct other financial records of the Transferors, (B) present fairly the consolidated financial condition and results of operations of the Transferors as of the dates thereof or for the periods covered thereby, (C) have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP applied on a basis consistent basis throughout with the periods involved. Each balance sheet (including any related notes) included in past practices of the Minority Bank Transferors, except that the Transferor Financial Statements presents fairly the financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements may not contain all footnotes required by GAAP and (D) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each presentation of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each consolidated financial condition of the Minority Bank Interim Financial Statements has been certified by Transferors and the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each results of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items operations of income and expense, assets and liabilities and accruals relating to the Minority BankTransferors as of the dates thereof or for the periods covered thereby.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) First Place has previously delivered to FFY copies of (i) the audited consolidated balance sheets of the Minority Bank First Place as of December 31June 30, 20111999 and of the Association as of June 30, 2010 and 2009 1998 and the related consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows for First Place for the fiscal year ended June 30, 1999 and for the Association for the fiscal years ended June 30, 1997 and 1998, in each case accompanied by the audit report of Xxxxx, Xxxxxx and Xxxxxx, Xxxxxx & Co., independent public accountants with respect to First Place and the Association, and (ii) the unaudited consolidated balance sheet of First Place and its Subsidiaries as of March 31, 2000 and March 31, 1999 and the related unaudited consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal years three and nine month periods then endedended as reported in First Place's Quarterly Report on Form 10-Q for the period ended March 31, and (b) 2000 filed with the unaudited interim SEC under the Exchange Act. The June 30, 1999 consolidated balance sheet of the Minority Bank as of June 30, 2012 First Place (the “Minority Bank Interim Balance Sheet”) and including the related statement of income for notes, where applicable) fairly presents the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank First Place and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 4.6 (including any the related notes, where applicable) fairly present and statement of cash flow included the financial statements referred to in Section 6.9 hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount and the absence of footnotes), the results of the consolidated operations and cash flow, respectively, changes in shareholders' equity and consolidated financial position of First Place and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth; each of such statements (including the period set forth therein; providedrelated notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) comply, and lack footnotes. Each the financial statements referred to in Section 6.9 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified by been, and the Minority Bank’s chief executive officer and principal accounting officer. The booksfinancial statements referred to in Section 6.9 hereof will be, records and accounts of each of prepared in accordance with GAAP consistently applied during the Minority Bank accurately and fairly reflectperiods involved, except as indicated in the notes thereto or, in reasonable detailthe case of unaudited statements, as permitted by Form 10-Q. The books and records of First Place and its Subsidiaries have been, and are being, maintained in all transactions material respects in accordance with GAAP and all items of income any other applicable legal and expense, assets accounting requirements and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true Parent has been provided true, complete and complete correct copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Company and its Subsidiaries as of the fiscal years ended December 31, 20112017 and December 31, 2010 and 2009 2016 and the related consolidated statements of incomefinancial condition, changes in stockholdersoperations, income (or loss), shareholders’ equity and cash flows for the fiscal years then ended, then-ended (the “Audited Financial Statements”) and (b) the unaudited interim consolidated balance sheet sheets of the Minority Bank Company and its Subsidiaries as of June 30the five (5)-month period ended May 31, 2012 2018 and the related consolidated statements of financial condition, operations, income (or loss), shareholders’ equity and cash flows for the five (5)-month period then-ended (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (Financial Statements” and, together with the Minority Bank Interim Balance SheetAudited Financial Statements, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity all material respects in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout , consistently applied, and present fairly, in all material respects, the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Company and its Subsidiaries as of the date thereof, indicated and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations operations, cash flows, income (or loss) and cash flow, respectively, of the Minority Bank shareholders’ equity for the period set forth therein; providedthen ended, however, that except with respect to the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationStatements, which are subject in each case to normal, recurring (i) normal year-end adjustments and (ii) the absence of disclosures normally made in footnotes, in each case of (i) and (ii), none of which adjustments will not beare material in nature or amount, individually or in the aggregate, material). The Financial Statements have been prepared from, and lack footnotes. Each in accordance with, the books and records of the audited Minority Bank Company and its Subsidiaries, which books and records have been maintained in accordance with GAAP in all material respects. The accounting controls of the Company and its Subsidiaries have been and are sufficient, in all material respects, to provide reasonable assurances that (A) all material transactions are executed in accordance with management’s general or specific authorization and (B) all transactions are recorded as reasonably necessary to permit the accurate preparation of financial statements in accordance with GAAP and, to the extent consistent therewith, the accounting principles, methods and practices used in preparing the Audited Financial Statements has been certified by Statements. The balance sheet as of May 31, 2018, which is included in the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Interim Financial Statements, is referred to herein as the “Latest Balance Sheet” and each May 31, 2018 is referred to as the “Latest Balance Sheet Date”, and the balance sheet as of December 31, 2017, which is included in the Minority Bank Interim Audited Financial Statements has been certified by Statements, is referred to herein as the Minority Bank’s chief executive officer “Audited Balance Sheet” and principal accounting officer. The booksDecember 31, records and accounts of each of 2017 is referred to as the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank“Audited Balance Sheet Date”.

Financial Statements. Schedule 3.6 sets forth true and complete The Buyer has previously made available to the Seller copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Buyer and its Subsidiaries as of December 31, 2011, 2010 31 for the fiscal years 1999 and 2009 2000 and the related consolidated statements of incomeoperations, changes in stockholders’ ' equity and cash flows for the fiscal years then ended1998 through 2000, and (b) inclusive, as reported in the unaudited interim Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG LLP, independent public accountants for the Buyer. The December 31, 2000 consolidated balance sheet of the Minority Bank as of June 30Buyer (including the related notes, 2012 (the “Minority Bank Interim Balance Sheet”where applicable) fairly presents, and the related statement of income for financial statements to be included in any reports or statements (including reports on Form 10-Q and 10-K) to be filed by the six-month period then ended (together Buyer with the Minority Bank Interim Balance SheetSEC after the date hereof will fairly present, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, flows and changes in stockholders' equity of the Minority Bank Buyer and its Subsidiaries for the period respective fiscal periods or as of the respective dates herein set forth therein; providedforth, howeverand the other financial statements referred to in this Section 4.05 (including the related notes, that the Minority Bank Interim Financial Statements contain where applicable) fairly present in all adjustments necessary for a fair presentationmaterial respects (subject, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregatecase of the unaudited statements, materialto recurring audit adjustments normal in nature and amount), the results of the consolidated operations and lack changes in shareholders' equity and consolidated financial position of the Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto. The Buyer has previously made available to the Seller copies of the consolidated balance sheet of the Buyer and its Subsidiaries as of September 30, 2001 and the related consolidated statement of operations prepared by the Buyer, in each case unaudited and without footnotes, and such financial statements fairly present in all material respects the consolidated financial position of the Buyer and its Subsidiaries as of December 31, 2000 and the results of consolidated operations for the year then ended. Each of the audited Minority Bank Financial Statements has been certified consolidated financial statements of the Buyer and its Subsidiaries, including, in each case, the notes thereto, made available to the Seller comply, and the financial statements to be filed with the SEC by the Minority Bank’s independent auditorBuyer after the date hereof will comply in all material respects, who has expressed an unqualified opinion on such Minority Bank Financial Statements, with applicable accounting requirements and each with the published rules and regulations of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority BankSEC with respect thereto.

Financial Statements. Schedule 3.6 sets forth true and complete Old Kent has previously made available to Fifth Third copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (ai) the audited consolidated balance sheets sheet of the Minority Bank Old Kent and its Subsidiaries as of December 31, 2011for the fiscal years 1998 and 1999, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows for the fiscal years 1997 through 1999, inclusive, as reported in Old Kent's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (the "Old Kent 1999 10-K") filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), accompanied by the audit report of Arthxx Xxxexxxx XXX, independent public accountants with respect to Old Kent and (ii) the unaudited consolidated balance sheet of Old Kent and its Subsidiaries as of September 30, 1999 and 2000, and the related consolidated statements of income, changes in shareholders' equity and cash flows of the nine month periods then ended, and (b) as reported in Old Kent's Quarterly Report on Form 10-Q for the unaudited interim fiscal period ended September 30, 2000. The December 31, 1999 consolidated balance sheet of the Minority Bank as of June 30, 2012 Old Kent (the “Minority Bank Interim Balance Sheet”) and including the related statement of income for notes, where applicable) fairly presents in all material respects the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Old Kent and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 3.6 (including any the related notes, where applicable) and statement of cash flow included fairly present in the Minority Bank Financial Statements presents fairly all material respects the results of the consolidated operations and cash flow, respectively, changes in stockholders' equity and consolidated financial position of Old Kent and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for the period respective dates therein set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationforth, subject to normal, recurring normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such statements (which adjustments will not beincluding the related notes, individually where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the aggregate, material)notes thereto. The books and records of Old Kent and its Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records requirements and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete CIT has previously made available to Newcourt copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of CIT and the Minority Bank CIT Subsidiaries as of December 31, 2011, 2010 31 for the fiscal years 1997 and 2009 1998 and the related consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows for the fiscal years then ended1996 through 1998, and (b) inclusive, in the unaudited interim case of the December 31, 1997 consolidated balance sheet of the Minority Bank as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) and the related statement consolidated statements of income income, changes in shareholders' equity and cash flows for the six-month period then ended fiscal years 1996 and 1997 accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to CIT. The December 31, 1997 and 1998 consolidated balance sheets of CIT, including the related notes, fairly present the consolidated financial position of CIT and its Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 5.6 (together including the related notes, where applicable) fairly present and the financial statements to be filed with the Minority Bank Interim Balance SheetSEC after the date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete results of the consolidated operations and correct changes in shareholders' equity and have been consolidated financial position of CIT and the CIT Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in conformity accordance with United States generally accepted accounting principles (“"U.S. GAAP”") consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except as indicated in the Minority Bank Financial Statements presents fairly notes thereto or, in the case of unaudited interim statements, as permitted by Form 10-Q. Except (A) as reflected in such financial position statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and (C) for liabilities or obligations incurred in the ordinary course of business, neither CIT nor any of the Minority Bank CIT Subsidiaries has any liabilities or obligations of any nature as of the date thereofof this Agreement, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not bewhich, individually or in the aggregate, material)have had a Material Adverse Effect on CIT as of the date of this Agreement. The books and records of CIT and the Significant CIT Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with U.S. GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankrequirements.

Financial Statements. Schedule 3.6 sets forth true (a) True and complete copies of (i) the unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited unaudited consolidated balance sheets sheet of the Minority Bank Company as of December August 31, 20112019, 2010 and 2009 and the related consolidated statements of income, changes in stockholdersconsolidated cash flow statements, shareholders’ equity and cash flows for the fiscal years then ended, and (b) the unaudited interim balance sheet changes in financial position of the Minority Bank as of June 30Company, 2012 (the “Minority Bank Interim Balance Sheet”) together with all related notes and the related statement of income for the six-month period then ended schedules thereto (together with the Minority Bank Annual Consolidated Financial Statements and the Interim Balance SheetConsolidated Financial Statements, the “Minority Bank Interim Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Minority Bank Financial Statements are complete (A) were or will be, as applicable, prepared in accordance with the books of account and correct other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in conformity accordance with generally accepted accounting principles (“GAAP”) the Applicable Accounting Standard applied on a basis consistent basis throughout with the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position past practices of the Minority Bank as of the date thereofGroup Companies in all material respects, and each income statement (including any related notesD) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flowinclude or will include, respectivelyas applicable, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments that are necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or presentation in the aggregate, material), and lack footnotes. Each all material respects of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each consolidated financial condition of the Minority Bank Interim Financial Statements has been certified by Group Companies and the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each results of the Minority Bank accurately operations of the Group Companies as of the dates thereof and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to for the Minority Bankperiods covered thereby.

Financial Statements. Schedule 3.6 sets forth true (i) The audited consolidated balance sheets of VANTAS as of June 30, 1997, June 30, 1998, December 31, 1998 and complete copies December 31, 1999 and the related consolidated statements of income, stockholder's equity and cash flows of VANTAS for the following fiscal years ended as of such dates, which financial statements have been examined by PricewaterhouseCoopers LLP, independent certified public accountants, (collectivelyii) the unaudited consolidated balance sheet of VANTAS as of March 31, 2000 and related consolidated statements of income, stockholder's equity and cash flows of VANTAS for the “Minority Bank Financial Statements”): fiscal quarter ended as of such date, (aiii) the audited consolidated balance sheets of the Minority Bank Old HQ as of December 31, 20111997, 2010 December 31, 1998 and 2009 December 31, 1999 and the related statements of income, changes in stockholders’ equity earnings and cash flows of Old HQ and its subsidiaries for the fiscal years then endedended as of such dates, which financial statements have been examined by KPMG LLP, independent certified public accountants, (iv) the unaudited consolidated balance sheet of Old HQ as of March 31, 2000 and the related statements of earnings and cash flows of Old HQ and its subsidiaries for the fiscal quarter ended as of such date, and (bv) the unaudited interim balance sheet pro forma (after giving effect to the consummation of the Minority Bank HQ Merger, the Second Step Merger and related financing and other related matters) consolidated balance sheets and statements of income and cash flows of the Holdco and its subsidiaries as of June 30December 31, 2012 1999, copies of all of which financial statements referred to in the preceding clauses (the “Minority Bank Interim Balance Sheet”i), (ii), (iii), (iv) and (v) have heretofore been made available to the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance SheetInvestor, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents present fairly the financial position of the Minority Bank as respective entities at the dates of the date thereof, said statements and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; providedcovered thereby (or, howeverin the case of the pro forma financial statements, that present a good faith estimate of the Minority Bank Interim Financial Statements contain all adjustments necessary for pro forma financial condition of Holdco and its subsidiaries (after giving effect to the consummation of the HQ Merger, the Second Step Merger and related financing and other related matters) on a fair presentationconsolidated basis at the date thereof). All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied except to the extent provided in the notes to said financial statements and with respect to interim financial statements, subject to normal, recurring year-normal year end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankadjustments.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) The Company has previously made available to the audited balance sheets Buyer copies of (i) the consolidated statements of financial condition of the Minority Bank Company as of December 3131 for the fiscal years 2003 and 2004, 2011, 2010 and 2009 and the related consolidated statements of operations and comprehensive income, changes in stockholders’ stockholder’s equity and cash flows for the fiscal years then ended, as reported in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 filed with the SEC pursuant to the Exchange Act, in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to the Company, and (bii) the unaudited interim balance sheet consolidated statements of financial condition of the Minority Bank Company as of June 30, 2012 2005 and the related unaudited statement of operations for the three (3) month period then ended as reported in the Company’s Quarterly Report on Form 10-QSB for the period ended June 30, 2005 filed with the SEC pursuant to the Exchange Act. The December 31, 2004 consolidated statement of financial condition of the Company (including the related notes, where applicable) (the “Minority Bank Interim Company Balance Sheet”) and fairly presents the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Company and its Subsidiaries, and, as of the date thereof, and each income statement the other financial statements referred to in this Section 3.6 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements referred to in Section 6.7 hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the consolidated financial position and the results of the consolidated operations and cash flow, respectively, of the Minority Bank Company and its Subsidiaries for the period respective fiscal periods or as of the respective dates therein set forth thereinforth; providedeach of such statements (including the related notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) comply, and lack footnotes. Each the financial statements referred to in Section 6.7 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified by been, and the Minority Bank’s chief executive officer and principal accounting officer. The booksfinancial statements referred to in Section 6.7 hereof will be, records and accounts of each of prepared in accordance with GAAP consistently applied during the Minority Bank accurately and fairly reflectperiods involved, except as indicated in the notes thereto or, in reasonable detailthe case of unaudited statements, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankas permitted by Form 10-QSB.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) GETCO has made available to Knight (i) the audited balance sheets consolidated statements of the Minority Bank financial condition of GETCO as of December 31, 20112009, 2010 and 2009 2011, and the related audited consolidated statements of income, changes in stockholdersliabilities subordinated to claims of general creditors, changes in members’ equity and cash flows of GETCO and its Subsidiaries for the fiscal years then endedended December 31, 2009, 2010 and 2011 (collectively, the “GETCO Audited Financial Statements”), and (bii) the unaudited interim balance sheet consolidated statement of the Minority Bank financial condition of GETCO and its Subsidiaries as of June September 30, 2012 and the unaudited consolidated statements of statements of income for the nine-month period ended September 30, 2012 (collectively, the “Minority Bank GETCO Interim Balance Sheet”) and the related statement of income for the six-month period then ended (Financial Statements” and, together with the Minority Bank Interim Balance SheetGETCO Audited Financial Statements, the “Minority Bank Interim GETCO Financial Statements”). The Minority Bank GETCO Financial Statements are complete (A) have been prepared from, and correct in accordance with, the books and records of GETCO and its Subsidiaries, (B) fairly present in all material respects the consolidated results of statements of income, changes in liabilities subordinated to claims of general creditors, changes in members’ equity and the consolidated financial condition of GETCO and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments) and (C) have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved. Each balance sheet involved (including any related notes) included except in the Minority Bank Financial Statements presents fairly case of unaudited statements for the absence of footnotes and other presentation items), except, in each case, as indicated in such statements or in the notes thereto. Since January 1, 2009, the books and records of GETCO and its Subsidiaries have been, and are being, maintained in a manner necessary to permit preparation of GETCO’s financial position of the Minority Bank as statements in all material respects in accordance with GAAP and in accordance, in all materials respects, with any other applicable legal requirements. As of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; providedOriginal Merger Agreement, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountants of GETCO as a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually result of or in the aggregateconnection with any disagreements with GETCO on a matter of accounting principles or practices, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankfinancial statement disclosure or auditing scope or procedure.

Financial Statements. Schedule 3.6 sets forth true The Borrower has furnished the Lenders with true, correct and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets combined annual financial statements for the Borrower and the Management Company for the most recent fiscal year of the Minority Bank Borrower, including the combined balance sheet of the Borrower and the Management Company as of December 31, 2011, 2010 the end of such fiscal year and 2009 combined statements of income and changes in cash for the Borrower and the related statements Management Company and a statement of incomeshareholder's equity, changes prepared on a consistent basis in stockholders’ equity accordance with GAAP (except as specifically disclosed therein) and cash flows in the form included with the Borrower's Form 10-K as filed with the SEC for such fiscal year, certified without qualification by the fiscal years then ended, and Borrower's Accountants; (b) the unaudited interim combined quarterly financial statements for the Borrower and the Management Company for each fiscal quarter elapsed since the expiration of the Borrower's most recent fiscal year, including a combined balance sheet and combined statements of income and change in cash of the Minority Bank as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) Borrower and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance SheetManagement Company, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout with the periods involved. Each balance sheet prior fiscal year's financial statements in accordance with GAAP (including any related notes) included except as specifically disclosed therein), and in the Minority Bank Financial Statements presents form included with the Borrower's Form 10-Q, as filed with the SEC for any such fiscal quarter; and (c) a certificate of the chief financial officer, principal accounting officer or chief executive officer of the Borrower, stating that to his best knowledge after due inquiry the foregoing statements present fairly in all material respects the combined financial position of the Minority Bank as of Borrower and the date thereof, Management Company and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flowtheir combined operations, respectivelysubject, of solely with respect to the Minority Bank for the period set forth therein; providedmaterials described in clause (b), however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring routine year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankaudit adjustments.

Financial Statements. Schedule 3.6 sets forth true and complete Subject Company has previously made available to Parent copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Subject Company and its Subsidiaries, as of December 31, 2011for the fiscal years 1993 and 1994, 2010 and 2009 and the related consolidated statements of incomeoperations, changes in stockholders’ shareholders' equity and cash flows for the fiscal years then ended1992 through 1994, inclusive, as reported in Subject Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of Ernst & Young LLP, independent auditors with respect to Subject Company and (b) the unaudited interim consolidated balance sheet of the Minority Bank Subject Company and its Subsidiaries as of June September 30, 2012 (the “Minority Bank Interim Balance Sheet”) 1994 and September 30, 1995 and the related statement unaudited consolidated statements of income operations, shareholders' equity and cash flows for the sixperiods then ended, as reported in Subject Company's Quarterly Report on Form 10-month Q for the period then ended (together September 30, 1995 filed with the Minority Bank Interim Balance Sheet, SEC under the “Minority Bank Interim Financial Statements”)Exchange Act. The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each December 31, 1994 consolidated balance sheet of Subject Company (including any the related notes, where applicable) included in fairly presents the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Subject Company and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 3.6 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements referred to in Section 6.12 hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flow, respectively, changes in stockholders' equity and consolidated financial position of Subject Company and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth. Each of such statements (including the period set forth therein; providedrelated notes, howeverwhere applicable) complies, that and the Minority Bank Interim Financial Statements contain financial statements referred to in Section 6.12 hereof will comply, in all adjustments necessary for a fair presentationmaterial respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, subject where applicable) has been, and the financial statements referred to normal, recurring year-end adjustments (which adjustments in Section 6.12 will not be, individually prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except in each case as indicated in such statements or in the aggregatenotes thereto or, material)in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Subject Company and its Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records requirements and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete The Company has previously made available to Parent copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets sheet of the Minority Bank Company and its Subsidiaries (other than the Company Trusts) as of December 3131 for the fiscal year 2007, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholdersshareholders’ equity and cash flows for the fiscal years then ended2006 and 2007, accompanied by the audit report of its independent public accountants with respect to the Company (the “2007 Audited Financial Statements”) and (b) the unaudited interim consolidated balance sheet of the Minority Bank Company and its Subsidiaries (other than the Company Trusts) as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) 2008, and the related statement consolidated statements of income income, shareholders’ equity and cash flows for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim June 30 Unaudited Financial Statements”). The Minority Bank Financial Statements are complete Except as described in Section 4.7 of the Company Disclosure Schedule, each of the December 31, 2007 and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout June 30, 2008 consolidated balance sheets of the periods involved. Each balance sheet Company (including any the related notes, where applicable) included in fairly present the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Company and its Subsidiaries (other than the Company Trusts) as of the date thereofof such balance sheet, and each income statement the other financial statements referred to in this Section 4.7 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts case of each of the Minority Bank accurately unaudited statements, to recurring audit adjustments normal in nature and fairly reflectamount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries (other than the Company Trusts) for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in reasonable detailall material respects, all transactions with applicable accounting requirements and all items with the published rules and regulations of income the SEC with respect thereto; and expenseeach of such statements (including the related notes, assets where applicable) has been, and liabilities the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC. The books and accruals relating to records of the Minority BankCompany and its Subsidiaries are being maintained in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements. Schedule 3.6 sets forth true and complete FNB has previously made available to CBI copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets sheet of the Minority Bank FNB and its Subsidiaries as of December 31, 20112007, 2010 2008 and 2009 2009, and the related consolidated statements of income, changes in stockholdersshareholders’ equity and cash flows for the fiscal years then endedended as reported in FNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “FNB 2009 10-K”), filed with the SEC under the Securities and Exchange Act of 1934, as amended (b) the unaudited interim “Exchange Act”), accompanied by the audit report of Ernst & Young LLP, independent registered public accountants with respect to FNB for the years ended December 31, 2007, 2008 and 2009. The December 31, 2009 consolidated balance sheet of the Minority Bank as of June 30FNB, 2012 (the “Minority Bank Interim Balance Sheet”) and including the related statement of income for notes, where applicable, fairly presents in all material respects the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank FNB and its Subsidiaries as of the date thereof, and each income statement (the other financial statements referred to in this Section 4.6, including any the related notes) and statement of cash flow included , where applicable, fairly present in the Minority Bank Financial Statements presents fairly all material respects the results of operations the consolidated operations, cash flows and cash flow, respectively, changes in shareholders’ equity and consolidated financial position of FNB and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for the period respective dates in this Agreement set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationforth, subject to normal, recurring normal year-end audit adjustments (which adjustments will not be, individually or in amounts consistent with past experience in the aggregatecase of unaudited statements, material)each of such statements, including the related notes, where applicable, complies in all material respects with applicable accounting requirements and lack footnotes. Each with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial StatementsSEC with respect thereto, and each of such statements, including the Minority Bank Interim Financial Statements related notes, where applicable, has been certified by prepared in all material respects in accordance with GAAP consistently applied during the Minority Bank’s chief executive officer and principal accounting officerperiods involved, except, in each case, as indicated in such statements or in the notes thereto. The booksbooks and records of FNB and its Subsidiaries have been, records and accounts of each of the Minority Bank accurately are being, maintained in all material respects in accordance with GAAP and fairly reflect, in reasonable detail, all transactions any other applicable legal and all items of income accounting requirements and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete (a) Attached as Section 3.6(a) of the Vornado Disclosure Letter are copies of the following financial following: balance sheets, statements of income, statements of changes in equity and statements of cash flows with respect to the Vornado Included Assets on an aggregate basis, each unaudited and with any footnotes in draft format only, as of and for the fiscal years ended December 31, 2015, 2014 and 2013 and the unaudited consolidated balance sheet as of June 30, 2016 and the related consolidated statements of operations and comprehensive income, consolidated statements of changes in partners’ deficit and consolidated statements of cash flows as of and for the six months ended June 30, 2016 and 2015, each unaudited and with any footnotes in draft format only (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets of the Minority Bank as of December 31, 2011, 2010 and 2009 and the related statements of income, changes in stockholders’ equity and cash flows for the fiscal years then ended, and (b) the unaudited interim balance sheet of the Minority Bank as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Newco Financial Statements”). The Minority Bank Newco Financial Statements are complete were derived from the books and correct records of the Vornado Parties and have been their Subsidiaries and were prepared in conformity accordance with generally accepted accounting principles GAAP (it being understood, however, that the Vornado Included Entities have not been operating historically as a separate “GAAPstandalone” entity or reporting segment and, therefore, when the Newco Financial Statements (including footnotes) are audited and filed in connection with the Form 10 (in such form, the “Newco Audited Financial Statements”) applied ), they will reflect certain adjustments necessary to be presented on a consistent stand-alone basis throughout in accordance with GAAP and SEC requirements), subject in the case of unaudited combined financial statements, to normal year-end adjustments, as at the dates and for the periods involved. Each balance sheet (including any related notes) included presented, and present fairly in the Minority Bank Financial Statements presents fairly all material respects the financial position of the Minority Bank as of the date thereofposition, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, flows of the Minority Bank Vornado Included Assets as at the dates and for the period set forth therein; providedperiods presented. The Newco Financial Statements present fairly, in all material respects, the combined financial position and the combined results of operations of the Vornado Included Entities (taken as a whole and assuming none of them had been designated as Kickout Interests), as of the respective dates thereof or the periods then ended, in each case except as may be noted therein (it being understood, however, that the Minority Bank Interim Vornado Included Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, the Newco Audited Financial Statements contain all will reflect certain adjustments necessary for to be presented on a fair presentation, subject to normal, recurring yearstand-end adjustments (which adjustments will not be, individually or alone basis in the aggregate, materialaccordance with GAAP and SEC requirements), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank.

Financial Statements. Schedule 3.6 sets forth true and complete Fifth Third has previously provided to Old Kent copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (ai) the audited consolidated balance sheets of the Minority Bank Fifth Third and its Subsidiaries as of December 31, 2011for the fiscal years 1998 and 1999, 2010 and 2009 and the related audited consolidated statements of income, changes in stockholders’ ' equity and cash flows for the fiscal years 1997 through 1999, inclusive (the "Fifth Third 1999 Financial Information"), as reported in Fifth Third's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (the "Fifth Third 1999 10-K") filed with the SEC under the Exchange Act, accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to Fifth Third and (ii) the unaudited consolidated balance sheet of Fifth Third and its Subsidiaries as of September 30, 1999 and 2000, and the related consolidated statements of income, changes in shareholders' equity and cash flows of the nine month periods then ended, and (b) as reported in Fifth Third's Quarterly Report on Form 10-Q for the unaudited interim fiscal period ended September 30, 2000. The December 31, 1999 consolidated balance sheet of the Minority Bank as of June 30, 2012 Fifth Third (the “Minority Bank Interim Balance Sheet”) and including the related statement of income for notes, where applicable) fairly presents in all material respects the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Fifth Third and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 4.6 (including any the related notes, where applicable) and statement of cash flow included fairly present in the Minority Bank Financial Statements presents fairly all material respects the results of the consolidated operations and cash flow, respectively, changes in stockholders' equity and consolidated financial position of Fifth Third and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for the period respective dates therein set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationforth, subject to normal, recurring normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such statements (which adjustments will not beincluding the related notes, individually where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the aggregate, material)notes thereto. The books and records of Fifth Third and its Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records requirements and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true TMS has filed all registration statements, forms, reports and complete other documents required to be filed by TMS with the Securities and Exchange Commission ("SEC") and has made available to Purchaser copies of all registration statements, forms, reports and other documents filed by TMS with the following financial statements SEC since August 31, 2003. All such registration statements, forms, reports and other documents (collectivelyincluding those that TMS may file after the date hereof until the Closing) are referred to herein as the "TMS SEC Reports." The TMS SEC Reports, at the “Minority Bank Financial Statements”): time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such TMS SEC Reports. TMS has delivered, or will deliver when prepared, to the Buyer: (a) the an audited balance sheets sheet of the Minority Bank TMS as of December August 31, 20112003 (including the notes thereto, 2010 and 2009 the "Balance Sheet"), and the related audited statements of incomeoperations, changes in stockholders’ shareholders' equity and cash flows for the fiscal years year then ended, and including in each case the notes thereto, together with the report thereon of KPMG, independent certified public accountants; (bc) the an unaudited interim balance sheet of the Minority Bank TMS as of June 30May 31, 2012 2004, (the “Minority Bank "Interim Balance Sheet”") and the related statement unaudited statements of income operations, shareholders' equity and cash flows for the six-month nine (9) months then ended, including in each case the notes thereto; and (d) an unaudited year end Balance Sheet as of August 31, 2004 and a Closing Balance Sheet as of September 30, 2004, and the related unaudited statements of operations, shareholders' equity and cash flows for each applicable period then ended (together with the Minority Bank Interim Balance Sheetended, including notes thereto. Such financial statements fairly present, or will fairly present, the “Minority Bank Interim Financial Statements”)financial condition and the results of operations, shareholders' equity and cash flows of TMS as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP. Additionally, TMS has provided the Buyer with unaudited statements of operations, shareholders' equity and cash flows, updated monthly and prepared in accordance with GAAP except that such statements have not included any notes which may be required by GAAP. The Minority Bank Financial Statements are complete financial statements referred to in this Section 4.7 reflect and correct and have been prepared in conformity with generally accepted will reflect the consistent application of such accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included , except as disclosed in the Minority Bank Financial Statements presents fairly the notes to such financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationstatements, subject to normal, recurring normal year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each case of the audited Minority Bank Financial Statements unaudited financial statements which were not or are not expected to be material in amount. Since the respective dates of the most recent of such financial statements and related information documents provided by TMS to Buyer, until the Closing Balance Sheet Date, the operation of the Business by TMS has been certified by conducted in the Minority Bank’s independent auditorordinary course and consistent with past practices and there has not been any Material Adverse Effect in the financial condition, who has expressed an unqualified opinion on such Minority Bank Financial Statementsassets, and each liabilities, revenues, expenses or operations of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority BankBusiness.

Financial Statements. Schedule 3.6 sets forth (a) Parent has made available to Buyer complete and correct copies of the (i) audited combined statements of financial position of the Business as of December 31, 2012 and 2011, and the related combined statements of income, comprehensive income, group equity, and cash flows for each of the two years in the period ended December 31, 2012 (the “Audited Financial Statements”), and (ii) the unaudited combined statements of financial position of the Business for the nine-month period ended as of September 30, 2013, and the related unaudited combined statements of income, comprehensive income, group equity, and cash flows for the nine-month period ended as of September 30, 2013 (the “Unaudited Financial Statements”; and together with the Audited Financial Statements, the “Financial Statements”), true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets of the Minority Bank as of December 31, 2011, 2010 and 2009 and the related statements of income, changes which are set forth in stockholders’ equity and cash flows for the fiscal years then ended, and (b) the unaudited interim balance sheet of the Minority Bank as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”Schedule 3.06(a). The Minority Bank Financial Statements are complete and correct and (A) have been prepared from, are in conformity with generally accepted accounting principles accordance with, and accurately reflect the books and records of Parent in all material respects (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included except as may be indicated in the Minority Bank Financial Statements presents notes thereto), (B) fairly present in all material respects the combined financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the combined results of operations and cash flow, respectively, flows of the Minority Bank Business as of the respective dates or for the period respective time periods set forth therein; provided, however(C) have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, that in the Minority Bank Interim case of the Unaudited Financial Statements contain all adjustments necessary Statements, for a fair presentation, subject to normal, normal and recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, materialadjustments), and lack footnotes(D) have been prepared in accordance with the carve out guidelines included in SEC Staff Accounting Bulletin Topic 1.B. This Section 3.06(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Parent. Each As a result, the Business has been allocated certain charges and credits for purposes of the audited Minority Bank Financial Statements has been certified by preparation of the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each as described in footnote 12 of the Minority Bank Interim Audited Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each footnote 10 of the Minority Bank accurately Unaudited Financial Statements. Such allocations of charges and fairly reflect, in reasonable detail, all credits do not necessarily reflect the amounts that would have resulted from arms-length transactions and all items of income and expense, assets and liabilities and accruals relating to or the Minority Bankactual costs that would be incurred if the Business operated as an independent enterprise.

Financial Statements. Schedule 3.6 sets forth true and complete Huntington has previously made available to Unizan copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (ai) the audited consolidated balance sheets sheet of the Minority Bank Huntington and its Subsidiaries as of December 31, 20112000, 2010 2001 and 2009 2002, and the related consolidated statements of income, changes in stockholdersshareholders’ equity and cash flows for the years then ended as reported in Huntington’s Annual Report on Form 10-K for the fiscal years year ended December 31, 2002 (as amended prior to the date hereof, the “Huntington 2002 10-K”) filed with the SEC under the Exchange Act, accompanied by the audit report of Ernst & Young LLP, independent public accountants with respect to Huntington, and (ii) the unaudited consolidated balance sheet of Huntington and its Subsidiaries as of September 30, 2002 and 2003, and the related consolidated statements of income, changes in shareholders’ equity and cash flows of the three and nine month periods then ended, and (b) as reported in Huntington’s Quarterly Report on Form 10-Q for the unaudited interim balance sheet of the Minority Bank as of June quarterly period ended September 30, 2012 2003 (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the sixHuntington 10-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial StatementsQ”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each December 31, 2002 consolidated balance sheet of Huntington (including any the related notes, where applicable) included fairly presents in all material respects the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Huntington and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 4.6 (including any the related notes, where applicable) and statement of cash flow included fairly present in the Minority Bank Financial Statements presents fairly all material respects the results of the consolidated operations and cash flow, respectively, changes in shareholders’ equity and consolidated financial position of Huntington and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for the period respective dates therein set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationforth, subject to normal, recurring normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such statements (which adjustments will not beincluding the related notes, individually where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the aggregate, material)notes thereto. The books and records of Huntington and its Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records requirements and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete Newcourt has previously made available to CIT copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of Newcourt and the Minority Bank Newcourt Subsidiaries as of December 3131 for the fiscal years 1997 and 1998, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ equity income and retained earnings and cash flows for the fiscal years then ended1996 through 1998, inclusive, in each case accompanied by the audit report of Ernst & Young, independent public accountants with respect to Newcourt. The December 31, 1997 and 1998 consolidated balance sheets of Newcourt, including the related notes, fairly present the consolidated financial position of Newcourt and the Newcourt Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.6 (bincluding the related notes, where applicable) fairly present, and the financial statements to be filed with the OSC after the date hereof will fairly present (subject, in the case of unaudited interim balance sheet statements, to recurring audit adjustments normal in nature and amount), the results of the Minority Bank consolidated operations and consolidated financial position of Newcourt and the Newcourt Subsidiaries for the respective fiscal periods or as of June 30the respective dates therein set forth; each of such statements (including the related notes, 2012 (the “Minority Bank Interim Balance Sheet”where applicable) complies, and the related statement of income for the six-month period then ended (together financial statements to be filed with the Minority Bank Interim Balance SheetOSC after the date hereof will comply, with applicable accounting requirements and with the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete published rules and correct regulations of the OSC with respect thereto; and have been each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the OSC after the date hereof will be, prepared in conformity accordance with Canadian generally accepted accounting principles (“"Canadian GAAP”") consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except as indicated in the Minority Bank Financial Statements presents fairly notes thereto or, in the financial position case of unaudited interim statements, as permitted by the rules and regulations of the Minority Bank OSC. Except (A) as reflected in such financial statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and (C) for liabilities or obligations incurred in the ordinary course of business, neither Newcourt nor any of the Newcourt Subsidiaries has any liabilities or obligations of any nature as of the date thereofof this Agreement, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not bewhich, individually or in the aggregate, material)have had a Material Adverse Effect on Newcourt as of the date of this Agreement. The books and records of Newcourt and the Significant Newcourt Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with Canadian GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankrequirements.

Financial Statements. Schedule 3.6 sets forth true and complete Pamrapo has previously delivered to BCB copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Pamrapo and its Subsidiaries as of December 3131 for the fiscal years 2008 and 2007, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the fiscal years then ended2006 through 2008, and (b) inclusive, as reported in Pamrapo’s Annual Report on Form 10-K for the unaudited interim balance sheet fiscal year ended December 31, 2008 filed with the SEC under the Securities Exchange Act of the Minority Bank 1934, as of June 30, 2012 amended (the “Minority Bank Interim Balance SheetExchange Act”) and ), in each case accompanied by the related statement audit report of income for the six-month period then ended Xxxxx Xxxxxx Company LLP, independent registered public accountants with respect to Pamrapo, (together with the Minority Bank Interim Balance Sheet, collectively the “Minority Bank Interim Pamrapo Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each December 31, 2008 consolidated balance sheet of Pamrapo (including any the related notes, where applicable) included in fairly presents the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Pamrapo and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 3.6 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements referred to in Section 6.7 hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount and the absence of footnotes), the results of the consolidated operations and cash flow, respectively, consolidated financial position of Pamrapo and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth; each of such statements (including the period set forth therein; providedrelated notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) comply, and lack footnotes. Each the financial statements referred to in Section 6.7 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified by been, and the Minority Bank’s chief executive officer and principal accounting officer. The booksfinancial statements referred to in Section 6.7 hereof will be, records and accounts of each of prepared in accordance with GAAP consistently applied during the Minority Bank accurately and fairly reflectperiods involved, except as indicated in the notes thereto or, in reasonable detailthe case of unaudited statements, as permitted by Form 10-Q. The books and records of Pamrapo and its Subsidiaries have been, and are being, maintained in all transactions material respects in accordance with GAAP and all items of income any other applicable legal and expense, assets accounting requirements and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true (a) The Borrower has furnished to the Administrative Agents and the Lenders complete and correct copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Borrower and its consolidated Subsidiaries as of December 31, 20112016 and December 31, 2010 and 2009 2015 and the related audited consolidated statements of income, changes in stockholdersshareholders’ equity equity, and cash flows of the Borrower and its consolidated Subsidiaries for each of the fiscal years of the Borrower then ended, in each case accompanied by the report thereon of PricewaterhouseCoopers LLP and (b) the unaudited interim consolidated balance sheet sheets of the Minority Bank Borrower and its consolidated Subsidiaries as of September 30, 2017, June 30, 2012 (the “Minority Bank Interim Balance Sheet”) 2017 and March 31, 2017, and the related statement unaudited consolidated statements of income income, shareholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries for each of the six-month period fiscal quarters then ended (together with the Minority Bank Interim Balance Sheetclauses (a) and (b) collectively, the “Minority Bank Interim Historical Financial Statements”). The Minority Bank Financial Statements are complete and correct and All such financial statements have been prepared in conformity accordance with generally accepted accounting principles GAAP, consistently applied (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included except as stated therein), and fairly present in the Minority Bank Financial Statements presents fairly all material respects the financial position of the Minority Bank Borrower and its Subsidiaries as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to the absence of footnotes and normal year-end audit adjustments, none of which shall be material. The Borrower has furnished to the Administrative Agents and the Lenders complete and correct copies of the pro forma consolidated balance sheet as of September 30, 2017 and the pro forma consolidated statements of operations for year ended September 30, 2017, in each case of the Borrower and its Subsidiaries (such pro forma balance sheet and statements of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions as if such transactions had occurred on such date or at the beginning of such period, as the case may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank.

Financial Statements. Schedule 3.6 sets forth true and complete FFY has previously delivered to First Place -------------------- copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank FFY and its Subsidiaries as of December 31June 30 for the fiscal years 1998 and 1999, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ ' equity and cash flows for the fiscal years then ended1997 through 1999, inclusive, as reported in FFY's Annual Report on Form 10-K for the fiscal year ended June 30, 1999 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to FFY, and (b) the unaudited interim consolidated balance sheets of FFY and its Subsidiaries as of March 31, 2000 and March 31, 1999 and the related unaudited consolidated statements of income, cash flows and changes in stockholders' equity for the three and nine month periods then ended as reported in FFY's Quarterly Report on Form 10-Q for the period ended March 31, 2000 filed with the SEC under the Exchange Act. The June 30, 1999 consolidated balance sheet of the Minority Bank as of June 30, 2012 FFY (the “Minority Bank Interim Balance Sheet”) and including the related statement of income for notes, where applicable) fairly presents the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank FFY and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 3.6 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements referred to in Section 6.9 hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount and the absence of footnotes), the results of the consolidated operations and cash flow, respectively, consolidated financial position of FFY and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth; each of such statements (including the period set forth therein; providedrelated notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) comply, and lack footnotes. Each the financial statements referred to in Section 6.9 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified by been, and the Minority Bank’s chief executive officer and principal financial statements referred to in Section 6.9 hereof will be, prepared in accordance with generally accepted accounting officer. The booksprinciples ("GAAP") consistently applied during the periods involved, records and accounts of each of except as indicated in the Minority Bank accurately and fairly reflectnotes thereto or, in reasonable detailthe case of unaudited statements, as permitted by Form 10-Q. The books and records of FFY and its Subsidiaries have been, and are being, maintained in all transactions material respects in accordance with GAAP and all items of income any other applicable legal and expense, assets accounting requirements and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete copies (a) Each of (i) the audited consolidated balance sheets of the following financial Orchard and its Subsidiaries as of December 31, 2004 and December 31, 2005, respectively, and the related audited consolidated statements of operations, shareholders’ equity and cash flows of the Orchard and its Subsidiaries for the years then ended, including the notes thereto (collectively, the “Minority Bank Audited Financial Statements”): ), (aii) the audited unaudited consolidated balance sheets sheet of the Minority Bank Orchard and its Subsidiaries as of December 31, 2011, 2010 and 2009 2006 and the related unaudited consolidated statements of incomeoperations, changes in stockholdersshareholders’ equity and cash flows of the Orchard and its Subsidiaries for the fiscal years year then ended, including the condensed, consolidated footnotes thereto (collectively, the “Unaudited Financial Statements”), and (biii) the unaudited interim management prepared draft consolidated balance sheet of the Minority Bank Orchard and its Subsidiaries as of June 30March 31, 2012 (the “Minority Bank Interim Balance Sheet”) 2007 and the related statement management prepared draft consolidated statements of income operations, shareholders’ equity and cash flows of the Orchard and its Subsidiaries for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Draft Quarterly Statements”). The Minority Bank Financial , (x) have been prepared from, and are in accordance with, the books and records of the Orchard and its Subsidiaries, (y) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Orchard and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of Draft Quarterly Statements are complete to recurring year-end audit adjustments normal in nature and correct amount) and (z) have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except, in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank each case, as of the date thereof, and each income statement (including any related notes) and statement of cash flow included indicated in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually such statements or in the aggregate, material)notes thereto. The books and records of the Orchard and its Subsidiaries have been, and lack footnotesare being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Each Deloitte & Touche LLP has not resigned or been dismissed as independent public accountants of the audited Minority Bank Financial Statements has been certified by Orchard as a result of or in connection with any disagreements with the Minority Bank’s independent auditorOrchard on a matter of accounting principles or practices, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankfinancial statement disclosure or auditing scope or procedure.

Financial Statements. Schedule 3.6 sets forth true Exchange Act Filings; Books and Records. NewMil has previously delivered to Nutmeg true, correct and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank NewMil and its Subsidiaries as of December 31June 30, 2011for the fiscal years 1997, 2010 1998 and 2009 1999 and the related consolidated statements of income, income and statements of changes in stockholders’ shareholders equity and cash flows for the fiscal years then endedended June 30, 1996 through 1999, inclusive, as reported in NewMil's Reports on Form 10-K filed with the SEC on or about September 30, 1998 and 1999 under the Exchange Act, in each case accompanied by the audit report of PricewaterhouseCoopers, LLP, independent public accountants with respect to NewMil, and (b) the unaudited interim balance sheet consolidated statement of the Minority Bank condition of NewMil and its Subsidiaries as of June 30March 31, 2012 (the “Minority Bank Interim Balance Sheet”) 2000 and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results comparative unaudited statements of operations and cash flowflows for the three and nine month periods ended March 31, respectively2000 and 1999. The financial statements referred to in this Section 4.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the Minority Bank unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of NewMil and its Subsidiaries for the period respective fiscal periods or as of the respective dates therein set forth thereinforth; providedeach of such statements (including the related notes, howeverwhere applicable) comply, that and the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentationfinancial statements referred to in Section 6.8 hereof will comply, subject with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to normal, recurring year-end adjustments (which adjustments in Section 6.8 hereof will not be, individually prepared in accordance with GAAP during the periods involved, except as indicated in such statements or in the aggregatenotes thereto or, materialin the case of unaudited statements, as permitted by Form 10-Q. NewMil's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 and all subsequently filed reports under Sections 13(a), and lack footnotes. Each 13(c), 14 or 15(d) of the audited Minority Bank Financial Statements has been certified by Exchange Act comply in all material respects with the Minority Bank’s independent auditor, who has expressed an unqualified opinion on appropriate requirements for such Minority Bank Financial Statementsreports under the Exchange Act, and each NewMil has previously delivered or made available to Nutmeg true, correct and complete copies of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officersuch reports. The booksbooks and records of NewMil and New Milford Savings Bank have been, records and accounts of each of the Minority Bank accurately are being, maintained in all material respects in accordance with GAAP and fairly reflect, in reasonable detail, all transactions any other applicable legal and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankaccounting requirements.

Financial Statements. Schedule 3.6 sets forth true and complete Parent has previously made available to the Company copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Parent and its Subsidiaries as of December 31, 2011, 2010 31 for the fiscal year 2001 and 2009 2000 and the related consolidated statements of income, changes in stockholders’ shareholders' equity and comprehensive income, and cash flows for the fiscal years then ended1999 through 2001, and (b) inclusive, as reported in Parent's Annual Report on Form 10-K for the unaudited interim fiscal year ended December 31, 2001 filed with the SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to Parent. The December 31, 2001 consolidated balance sheet of the Minority Bank as of June 30, 2012 Parent (the “Minority Bank Interim Balance Sheet”) and including the related statement of income for notes, where applicable) fairly presents the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Parent and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 5.7 (including any the related notes, where applicable) fairly present and statement of cash flow included the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flow, respectively, changes in shareholders' equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth; each of such statements (including the period set forth therein; providedrelated notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) complies, and lack footnotes. Each the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Minority Bank’s chief executive officer and principal accounting officerSEC. The booksbooks and records of Parent and its Subsidiaries have been, records and accounts of each of the Minority Bank accurately are being, maintained in accordance with GAAP and fairly reflect, in reasonable detail, all transactions any other applicable legal and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankaccounting requirements.

Financial Statements. Schedule 3.6 sets forth true and complete The Company has previously made available to Parent copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets sheet of the Minority Bank Company and its Subsidiaries as of December 3131 for the fiscal year 2002, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholdersshareholders’ equity and cash flows for the fiscal years then ended2001 and 2002, accompanied by the audit report of KPMG LLP, independent public accountants with respect to the Company (the “2002 Audited Financial Statements”) and (b) the unaudited interim consolidated balance sheet of the Minority Bank Company and its Subsidiaries as of June September 30, 2012 (the “Minority Bank Interim Balance Sheet”) 2003, and the related statement consolidated statements of income income, shareholders’ equity and cash flows for the sixnine-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim September 30 Unaudited Financial Statements”). The Minority Bank Financial Statements are complete December 31, 2002 and correct September 30, 2003 consolidated balance sheets of the Company (including the related notes, where applicable) fairly present the consolidated financial position of the Company and have been its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of each of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in conformity accordance with generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except as indicated in the Minority Bank Financial Statements presents fairly notes thereto or, in the financial position case of unaudited statements, as permitted by Form 10-Q of the Minority Bank as SEC. The books and records of the date thereofCompany and its Subsidiaries have been, and each income statement (including are being, maintained in accordance with GAAP and any related notes) other applicable legal and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankrequirements.

Financial Statements. Schedule 3.6 sets forth true (a) Prior to the date hereof, Heinz Corporation II has filed with the SEC the consolidated balance sheet of Heinz Corporation II and complete copies its Subsidiaries as of December 29, 2013, and December 28, 2014, and the related consolidated statements of operations, cash flows and shareholders’ equity for each of the following financial statements three years in the period ended December 28, 2014, as reported in Heinz Corporation II’s Annual Report on Form 10-K for the fiscal year ended December 28, 2014, including any amendments thereto filed with the SEC prior to the Measurement Date, filed with the SEC under the Exchange Act, accompanied by the audit report of PricewaterhouseCoopers LLP (collectively“PwC”), the independent registered public accounting firm with respect to Heinz Corporation II for such periods (such balance sheets and statements, the “Minority Bank Financial Statements”): (a) the audited balance sheets of the Minority Bank as of December 31, 2011, 2010 and 2009 and the related statements of income, changes in stockholders’ equity and cash flows for the fiscal years then ended, and (b) the unaudited interim balance sheet of the Minority Bank as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Heinz Financial Statements”). The Minority Bank consolidated balance sheets of Heinz Corporation II (including the related notes, where applicable) included in the Heinz Financial Statements are complete fairly present, and correct the consolidated balance sheets of Heinz Corporation II (including the related notes, where applicable) included in the Heinz SEC Reports filed after the date of this Agreement will fairly present, in all material respects the consolidated financial position of Heinz Corporation II and have its Subsidiaries as of the dates thereof, and the consolidated statements of operations, cash flows and shareholders’ equity included in the Heinz Financial Statements (including the related notes, where applicable) fairly present, and the consolidated statements of operations, cash flows and shareholders’ equity of Heinz Corporation II included in the Heinz SEC Reports filed after the date of this Agreement will fairly present, in all material respects the results of the consolidated operations and changes in shareholders’ equity and cash flows of Heinz Corporation II and its Subsidiaries for the respective fiscal periods therein set forth (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect); each of such statements (including the related notes, where applicable) complies in all material respects with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared prepared, or will be prepared, as applicable, in conformity all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except, in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank each case, as of the date thereof, and each income statement (including any related notes) and statement of cash flow included indicated in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually such statements or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Banknotes thereto.

Financial Statements. Schedule 3.6 sets forth true and complete The Company has previously made available to Parent copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Company and its Subsidiaries as of December 31, 20111999 and December 31, 2010 and 2009 and 2000, (b) the related consolidated statements of income, changes in stockholders’ ' equity and cash flows for the fiscal years then ended1998 through 2000, inclusive, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of the Company's independent public accountants, and (bc) the unaudited interim consolidated balance sheet sheets of the Minority Bank Company at March 31, 2000 and March 31, 2001 and related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three month periods then ended to be included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001. The financial statements referred to in the preceding sentence (including the related notes, where applicable) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of June 30the respective dates therein set forth, 2012 and any financial statements filed by the Company with the SEC under the Exchange Act after the date of this Agreement (the “Minority Bank Interim Balance Sheet”) and including the related statement notes, where applicable) will fairly present in all material respects (including the related notes, where applicable) (subject, in the case of income the unaudited statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of the Company and its Subsidiaries for the six-month period then ended respective fiscal periods or as of the respective dates therein set forth; each of such statements (together including the related notes, where applicable) comply (and, in the case of the financial statements filed after the date of this Agreement, will comply) in all material respects with applicable accounting requirements and with the Minority Bank Interim Balance Sheetpublished rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have where applicable) has been prepared (and, in conformity the case of the financial statements filed after the date of this Agreement, will be prepared) in all material respects in accordance with United States generally accepted accounting principles (“"GAAP”") consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except, in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank each case, as of the date thereof, and each income statement (including any related notes) and statement of cash flow included indicated in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually such statements or in the aggregatenotes thereto or, material)in the case of unaudited statements, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified as permitted by Form 10-Q promulgated by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority BankSEC.

Financial Statements. Schedule 3.6 sets forth true There has been furnished to the Administrative Agent and complete copies each of the following financial statements (collectively, the “Minority Bank Financial Statements”): Banks (a) the audited a consolidated balance sheets sheet of the Minority Bank Company as of at December 31, 20112013, 2010 and 2009 and the related statements a consolidated statement of income, changes in stockholders’ equity income and cash flows flow of the Company for the fiscal years year then ended, certified by the Company’s independent certified public accountants, and (b) the unaudited interim condensed consolidated balance sheet sheets of the Minority Bank Company and the Consolidated Subsidiaries as of at June 30, 2012 (2014, and interim condensed consolidated statements of income and of cash flow of the “Minority Bank Interim Balance Sheet”) Company and the related Consolidated Subsidiaries for the respective fiscal periods then ended and as set forth in the Company’s Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the financial statement prepared in accordance with clause (a) above, such balance sheet and statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included GAAP and present fairly in the Minority Bank Financial Statements presents fairly all material respects the financial position of the Minority Bank Company and the Consolidated Subsidiaries as at the close of business on the date thereof, respective dates thereof and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank Company and the Consolidated Subsidiaries for the period set forth thereinfiscal periods then ended; providedor, howeverin the case of the financial statements referred to in clause (b), that have been prepared in a manner consistent with the Minority Bank Interim Financial Statements accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission, and contain all adjustments necessary for a fair presentationpresentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial position of the Company at the date thereof, and (C) the cash flows of the Company for periods covered thereby (subject to normal, recurring year-end adjustments adjustments). There are no contingent liabilities of the Company or the Consolidated Subsidiaries as of such dates involving material amounts, known to the executive management of the Company that (which adjustments will not be, individually aa) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP and the aggregate, material)rules and regulations of the Securities and Exchange Commission, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank(bb) were not so disclosed.

Financial Statements. Schedule 3.6 sets forth true and complete Subject Company has previously made available to Parent copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Subject Company and its Subsidiaries, as of December 31, 2011for the fiscal years 1993 and 1994, 2010 and 2009 and the related consolidated statements of incomeoperations, changes in stockholders’ shareholders' equity and cash flows for the fiscal years then ended1992 through 1994, and inclusive, as reported in Subject Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of Ernst & Young LLP, independent auditors with respect to Subject Company, (b) the unaudited interim consolidated balance sheet of the Minority Bank Subject Company and its Subsidiaries as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) 1994 and June 30, 1995 and the related statement unaudited consolidated statements of income operations, shareholders' equity and cash flows for the sixperiods then ended as reported in Subject Company's Quarterly Report on Form 10-month Q for the period ended June 30, 1995 filed with the SEC under the Exchange Act and (c) the unaudited consolidated balance sheet of Subject Company and its Subsidiaries as of September 30, 1995 and the related unaudited consolidated statements of operations, shareholders' equity and cash flows for the period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”)ended. The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each December 31, 1994 consolidated balance sheet of Subject Company (including any the related notes, where applicable) included in fairly presents the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Subject Company and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 3.6 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements referred to in Section 6.13 hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flow, respectively, changes in stockholders' equity and consolidated financial position of Subject Company and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth. Each of such statements (including the period set forth therein; providedrelated notes, howeverwhere applicable) complies, that and the Minority Bank Interim Financial Statements contain financial statements referred to in Section 6.13 hereof will comply, in all adjustments necessary for a fair presentationmaterial respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, subject where applicable) has been, and the financial statements referred to normal, recurring year-end adjustments (which adjustments in Section 6.13 will not be, individually prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except in each case as indicated in such statements or in the aggregatenotes thereto or, material)in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Subject Company and its Subsidiaries have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with GAAP and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer any other applicable legal and principal accounting officer. The books, records requirements and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete Parent has previously made available to the Company copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Parent and its Subsidiaries as of December 31, 20112003 and 2002, 2010 and 2009 and the related consolidated statements of incomeoperations, changes in stockholders’ equity ' equity, and cash flows for each of the years in the three-year period ended December 31, 2003, as reported in Parent's Annual Report on Form 10-K for the fiscal years then endedyear ended December 31, 2003 filed with the SEC under the Exchange Act (collectively, and including the notes thereto, the "Parent Audited Financial Statements"), in each case accompanied by the audit report of PricewaterhouseCoopers LLP ("PWC"), independent public accountants with respect to Parent, and (b) the unaudited interim consolidated balance sheet of the Minority Bank Parent and its Subsidiaries as of June September 30, 2012 (the “Minority Bank Interim Balance Sheet”) 2004 and the related statement unaudited consolidated statements of income operations for the sixquarters and nine months ended September 30, 2004 and 2003, and statements of cash flows for the nine months ended September 30, 2004 and 2003, as reported in Parent's Quarterly Report on Form 10-month Q for the period then ended September 30, 2004 filed with the SEC under the Exchange Act (together with the Minority Bank Interim Balance SheetParent Audited Financial Statements, the “Minority Bank Interim "Parent Financial Statements”"). The Minority Bank Parent Financial Statements are complete (including the related notes, where applicable) fairly present in all material respects, and correct the financial statements to be filed by Parent with the SEC after the date of this Agreement will fairly present in all material respects, the consolidated financial position of Parent and have been its Subsidiaries as of the respective dates thereof, and the results of their operations and their cash flows for the fiscal periods set forth therein (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount); each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto at the date of their filing; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except as indicated in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereofnotes thereto or, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results case of operations and cash flowunaudited statements, respectively, of the Minority Bank except for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring yearnormal period-end adjustments (which adjustments will that are not bematerial. The books and records of Parent and its Subsidiaries have been, individually and are being, maintained in accordance with GAAP and all other applicable legal and accounting requirements and reflect only actual transactions. PWC has not resigned or been dismissed as independent public accountants of Parent as a result of or in the aggregateconnection with any disagreements with Parent on a matter of accounting principles or practices, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankfinancial statement disclosure or auditing scope or procedure.

Financial Statements. Schedule 3.6 sets forth (a) Company has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Company with the SEC since Company’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will use commercially reasonable efforts to file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement. Company has made available to the Parent true and complete copies in the form filed with the SEC of all of the following financial following, except to the extent available in full without redaction on the SEC’s website through XXXXX for at least two (2) Business Days prior to the date of this Agreement: (i) Company’s Annual Reports on Form 10-K for each fiscal year of Company beginning with the first year that Company was required to file such a form, (ii) Company’s Quarterly Reports on Form 10-Q for each fiscal quarter of Company beginning with the first quarter Company was required to file such a form, (iii) all proxy statements relating to Company’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iv) its Form 8-Ks filed since the beginning of the first fiscal year referred to in clause (i) above, and (v) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Company pursuant to this Section 4,9) filed by Company with the SEC since Company’s formation (the forms, reports, registration statements and other documents referred to in clauses (i) through (iv) above, whether or not available through XXXXX, collectively, as they have been amended, revised or superseded by a later filing, the “Minority Bank Financial StatementsCompany SEC Documents”): (a) ). The Company has also delivered to Parent the audited unaudited consolidated balance sheets sheet of the Minority Bank Company as of December 31, 2011, 2010 and 2009 2023 and the related statements of incomeoperations, changes in stockholders’ equity and cash flows for the fiscal years then endedtwelve-month period ended December 31, and (b) the unaudited interim balance sheet of the Minority Bank as of June 30, 2012 2023 2022 (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (Unaudited Financial Statements” and, together with the Minority Bank Interim Balance Sheetfinancial statements included in the Company SEC Documents, the “Minority Bank Interim Company Financial Statements”). The Minority Bank Company Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout and in accordance with the periods involvedrequirements of the Public Company Accounting Oversight Board for public companies. Each balance sheet (including any related notes) included in the Minority Bank The Company Financial Statements presents fairly present, in all material respects, the financial position of the Minority Bank Company as of the date thereof, dates thereof and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank Company for the period set forth periods reflected therein; provided, however, that the Minority Bank Interim . The Company Financial Statements contain were prepared from the Books and Records of the Company in all adjustments necessary for a fair presentationmaterial respects. Since December 31, subject to normal2023 (the “Balance Sheet Date”), recurring year-end adjustments (which adjustments will not beexcept as required by applicable Law or U.S. GAAP, individually there has been no change in any accounting principle, procedure or practice followed by the Company or in the aggregatemethod of applying any such principle, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankprocedure or practice.

Financial Statements. Schedule 3.6 sets forth (a) MPC has delivered or made available (for purposes of this section, filings that are publicly available prior to the date hereof on the XXXXX system of the Commission under the name of MPC are deemed to have been made available) to DPW: (i) a true and complete copies copy of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited MPC’s unaudited consolidated balance sheets of the Minority Bank sheet as of December 31, 2011, 2010 and 2009 2016 and the related unaudited consolidated statements of incomeoperations, changes in stockholders’ equity MPC’s stockholder’s deficit and cash flows for the fiscal years six month periods then ended, ended and (bii) the unaudited interim a true and complete copy of MPC’s audited balance sheet of the Minority Bank sheet(the “MPC Balance Sheet”) as of June 30, 2012 2016 (the “Minority Bank Interim Balance SheetSheet Date”) and June 30, 2015 and the related statement audited statements of income operations, changes in MPC Stockholder’s deficit and cash flows for each of the six-month period then years ended (June 30, 2016, and June 30, 2015 prepared in accordance with GAAP, together with the Minority Bank Interim Balance Sheetreport of Xxxxxxxxx Xxxx Xxxxx Xxxxxx & Company, MPC’s independent registered public accounting firm (the “Minority Bank Interim MPC Firm”), which has served as MPC’s auditors since the audit of its 2015 financial statements (such statements, including the related notes and schedules thereto, are referred to herein as the “MPC Financial Statements”). The Minority Bank MPC Financial Statements are complete and correct and have been prepared from, are in conformity accordance with, and accurately reflect, the books and records of MPC, comply in all material respects with generally accepted applicable accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included requirements in the Minority Bank case of the MPC Financial Statements presents Statements; fairly present in all material respects the financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flowflows (and changes in financial position, respectively, if any) of MPC as of the Minority Bank times and for the period set forth therein; providedperiods referred to therein (subject, howeverin the case of unaudited statements, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, normally recurring year-end adjustments (which adjustments will that are not be, material either individually or in the aggregate, materialaggregate and the absence of footnotes), and lack footnotes. Each of the audited Minority Bank The MPC Financial Statements has have been certified by prepared in accordance with GAAP applied on a consistent basis during the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of periods involved (except as set forth in the Minority Bank Interim notes thereto). The MPC Financial Statements has been certified by are in form appropriate for filing with the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority BankCommission.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) GETCO has made available to Knight (i) the audited balance sheets consolidated statements of the Minority Bank financial condition of GETCO as of December 31, 20112009, 2010 and 2009 2011, and the related audited consolidated statements of income, changes in stockholdersliabilities subordinated to claims of general creditors, changes in members’ equity and cash flows of GETCO and its Subsidiaries for the fiscal years then endedended December 31, 2009, 2010 and 2011 (collectively, the “GETCO Audited Financial Statements”), and (bii) the unaudited interim balance sheet consolidated statement of the Minority Bank financial condition of GETCO and its Subsidiaries as of June September 30, 2012 and the unaudited consolidated statements of statements of income for the nine-month period ended September 30, 2012 (collectively, the “Minority Bank GETCO Interim Balance Sheet”) and the related statement of income for the six-month period then ended (Financial Statements” and, together with the Minority Bank Interim Balance SheetGETCO Audited Financial Statements, the “Minority Bank Interim GETCO Financial Statements”). The Minority Bank GETCO Financial Statements are complete (A) have been prepared from, and correct in accordance with, the books and records of GETCO and its Subsidiaries, (B) fairly present in all material respects the consolidated results of statements of income, changes in liabilities subordinated to claims of general creditors, changes in members’ equity and the consolidated financial condition of GETCO and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments) and (C) have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved. Each balance sheet involved (including any related notes) included except in the Minority Bank Financial Statements presents fairly case of unaudited statements for the absence of footnotes and other presentation items), except, in each case, as indicated in such statements or in the notes thereto. Since January 1, 2009, the books and records of GETCO and its Subsidiaries have been, and are being, maintained in a manner necessary to permit preparation of GETCO’s financial position of the Minority Bank as statements in all material respects in accordance with GAAP and in accordance, in all materials respects, with any other applicable legal requirements. As of the date thereofof this Agreement, and each income statement (including any related notes) and statement PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountants of cash flow included in the Minority Bank Financial Statements presents fairly the results GETCO as a result of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregateconnection with any disagreements with GETCO on a matter of accounting principles or practices, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankfinancial statement disclosure or auditing scope or procedure.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) The Seller has previously made available to the Buyer, for copying, originals of the Seller Financial Statements, which, in the case of the audited balance sheets statements, are accompanied by the audit report of KPMG LLP, independent public accountants for the Seller. Each of the Minority Bank as Seller Financial Statements referred to in this Section 4.09 (including the related notes, where applicable) fairly presents (subject, in the case of December 31the unaudited statements, 2011, 2010 to audit adjustments normal in nature and 2009 amount and the related addition of customary notes), and the financial statements referred to in Section 7.08 hereof each will fairly present, the results of income, the consolidated operations and changes in stockholders’ ' equity and cash flows consolidated financial position of the Seller, the Seller's Bank and the Seller's Subsidiaries for the fiscal years then endedrespective periods or as of the respective dates therein set forth; each of the Seller Financial Statements (including the related notes, where applicable) has been prepared, and (b) the unaudited interim balance sheet of the Minority Bank as of June 30financial statements referred to in Section 7.08 hereof will be prepared, 2012 (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity accordance with generally accepted accounting principles (“"GAAP”") consistently applied on a consistent basis throughout during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act. Each balance sheet The audits of the Seller, the Seller's Bank and the Seller's Subsidiaries have been conducted in all material respects in accordance with generally accepted auditing standards. Without limiting the generality of the foregoing, (x) the allowance for possible loan losses included in the Seller Financial Statements was, and the allowance for possible loan losses to be included in the financial statements referred to in Section 7.08 hereof will be, determined in accordance with GAAP and is, and will be, adequate to provide for losses relating to or inherent in the loan and lease portfolios of the Seller, the Seller's Bank and the Seller's Subsidiaries (including any related noteswithout limitation commitments to extend credit), and (y) the Other Real Estate Owned ("OREO") included in the Minority Bank Seller Financial Statements presents fairly the financial position of the Minority Bank as of the date thereofwas, and each income statement (including any related notes) and statement of cash flow the OREO included in the Minority Bank Financial Statements presents fairly financial statements referred to in Section 7.08 hereof will be, carried net of reserves at the results lower of operations and cash flow, respectively, cost or market value in accordance with GAAP or the regulations or other requirements of the Minority FDIC and the Massachusetts Commissioner. The books and records of the Seller, the Seller's Bank for and the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain Seller's Subsidiaries are true and complete in all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)material respects and have been, and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditorare being, who has expressed an unqualified opinion on such Minority Bank Financial Statements, maintained in all material respects in accordance with applicable legal and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankrequirements.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) The Company has previously made available to Buyer copies of (i) the audited consolidated balance sheets of the Minority Bank Company and its Subsidiaries as of December 3131 for the fiscal years 1997 and 1998, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ ' equity and cash flows for the fiscal years then ended1996 through 1998, inclusive, as reported in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Xxxxxx & Company, LLP, independent public accountants with respect to the Company, and (bii) the unaudited interim balance sheet consolidated statements of financial condition of the Minority Bank Company and its Subsidiaries as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) 1999 and June 30, 1998 and the related statement unaudited consolidated statements of income operations and cash flows for the six-month period periods then ended (together as reported in the Company's Quarterly Report on Form 10-QSB for the period ended June 30, 1999 filed with the Minority Bank Interim Balance Sheet, SEC under the “Minority Bank Interim Financial Statements”)Exchange Act. The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each December 31, 1998 consolidated balance sheet of the Company (including any the related notes, where applicable) included in fairly presents the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Company and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 4.6 (including any the related notes, where applicable) and statement of cash flow included fairly present (subject, in the Minority Bank Financial Statements presents case of the unaudited statements, to recurring audit adjustments normal in nature and amount), and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flow, respectively, consolidated financial position of the Minority Bank Company and its Subsidiaries for the period respective fiscal periods or as of the respective dates therein set forth thereinforth; providedeach of such statements (including the related notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) comply, and lack footnotes. Each the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified by been, and the Minority Bank’s chief executive officer and principal accounting officer. The booksfinancial statements to be filed with the SEC after the date hereof will be, records and accounts of each of prepared in accordance with GAAP consistently applied during the Minority Bank accurately and fairly reflectperiods involved, except as indicated in the notes thereto or, in reasonable detailthe case of unaudited statements, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank.as permitted by Form 10-Q.

Financial Statements. Schedule 3.6 sets forth true and complete Washington Mutual has previously made available to Dime copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Washington Mutual and its Subsidiaries as of December 31, 20111999 and 2000, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ ' equity and cash flows for the fiscal years then endedending December 31, 1998 through 2000, inclusive, as reported in Washington Mutual's Annual Report on Form 10-K for the year ended December 31, 2000 filed with the SEC under the Exchange Act, accompanied by the audit report of Deloitte & Touche, LLP, independent public accountants with respect to Washington Mutual, and (b) the unaudited interim consolidated balance sheet sheets of the Minority Bank Washington Mutual and its Subsidiaries as of June 30March 31, 2012 (the “Minority Bank Interim Balance Sheet”) 2000, and March 31, 2001, and the related statement unaudited consolidated statements of income income, cash flows and changes in stockholders' equity for the sixthree-month period periods then ended (together with the Minority Bank Interim Balance Sheetended, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared as reported in conformity with generally accepted accounting principles (“GAAP”) applied Washington Mutual's Quarterly Report on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank Form 10-Q for the period set forth therein; providedended March 31, however, that 2001 filed with the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in SEC under the aggregate, material), and lack footnotesExchange Act. Each of the audited Minority Bank Financial Statements has been certified by financial statements referred to in this Section 5.6 (including the Minority Bank’s independent auditorrelated notes, who has expressed an unqualified opinion on where applicable) fairly present, and the financial statements referred to in Section 7.10 hereof (including the related notes, where applicable) will fairly present when filed with the SEC (subject, in the case of the unaudited statements, to normal recurring adjustments, none of which are expected to be material in nature and amount), the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Washington Mutual and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such Minority Bank Financial Statementsfinancial statements (including the related notes, where applicable) complies, and the financial statements referred to in Section 7.10 hereof (including the related notes, where applicable) will comply when filed with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such financial statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified by been, and the Minority Bank’s chief executive officer and principal accounting officer. The booksfinancial statements referred to in Section 7.10 (including the related notes, records and accounts of where applicable) will be, prepared in accordance with GAAP consistently applied during the periods involved, except in each of case as indicated in such statements or in the Minority Bank accurately and fairly reflectnotes thereto or, in reasonable detailthe case of unaudited statements, as permitted by Form 10-Q. The books and records of Washington Mutual and its Subsidiaries have been, and are being, maintained in all transactions material respects in accordance with GAAP and all items of income any other applicable legal and expense, assets accounting requirements and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete Bancorp has previously delivered to CBI copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Bancorp and its Subsidiaries as of December 31, 2011for the fiscal years 1993 and 1994, 2010 and 2009 and the related consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows for the fiscal years then ended1992 through 1994, and inclusive, as reported in Bancorp's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Deloitte & Touche LLP, independent auditors with respect to Bancorp, (b) the unaudited interim consolidated balance sheet of the Minority Bank Bancorp and its subsidiaries as of June 30December 31, 2012 (the “Minority Bank Interim Balance Sheet”) 1995, and the related statement consolidated statements of income income, cash flows, and changes in shareholders' equity for the sixfiscal year ended December 31, 1995, substantially in the form that is proposed to be reported in Bancorp's Annual Report on Form 10-month period K for the fiscal year ended December 31, 1995, filed with the SEC under the Exchange Act, and (c) the unaudited consolidated balance sheets of Bancorp and its Subsidiaries as of September 30, 1995, and September 30, 1994, and the related unaudited consolidated statements of income, cash flows and changes in shareholders' equity for the nine months then ended (together as reported in Bancorp's Quarterly Report on Form 10-Q for the period ended September 30, 1995, filed with the Minority Bank Interim Balance SheetSEC under the Exchange Act. The financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete results of the consolidated operations and correct changes in shareholders' equity and have consolidated financial position of Bancorp and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and each of such statements (including the related notes, where applicable) has been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved. Each balance sheet (including any related notes) included , except in each case as indicated in such statements or in the Minority Bank Financial Statements presents fairly notes thereto or, in the case of unaudited quarterly statements, as permitted by Form 10-Q. The allowances for credit losses contained in the financial position statements referred to in this Section 4.6 were adequate as of their respective dates to absorb reasonably anticipated losses in the loan portfolio of Bancorp and its Subsidiaries in view of the Minority Bank size and character of such portfolio, the current economic conditions, and other pertinent factors and no facts have subsequently come to the attention of management of Bancorp that would cause management to restate in any material way the level of such allowance for credit losses. With respect to other real estate owned by Bancorp and its Subsidiaries, the value attributed thereto for purposes of compiling such financial statements does not exceed the aggregate fair market value of such real estate as of the date thereofof acquisition of such real estate or as subsequently reduced, all in accordance with regulations of the applicable Regulatory Agencies. The books and records of Bancorp and its Subsidiaries have been, and each income statement (including are being, maintained in all material respects in accordance with GAAP and any related notes) other applicable legal and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations accounting requirements and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete The Parent has previously made available to Parent copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets sheet of the Minority Bank Parent and its Subsidiaries as of December 3131 for the fiscal year 2002, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholdersshareholders’ equity and cash flows for the fiscal years then ended2001 and 2002, accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to the Parent (the “2002 Parent Audited Financial Statements”) and (b) the unaudited interim consolidated balance sheet of the Minority Bank Parent and its Subsidiaries as of June September 30, 2012 (the “Minority Bank Interim Balance Sheet”) 2003, and the related statement consolidated statements of income income, shareholders’ equity and cash flows for the sixnine-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim September 30 Parent Unaudited Financial Statements”). The Minority Bank Financial Statements are complete December 31, 2002 and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout September 30, 2003 consolidated balance sheets of the periods involved. Each balance sheet Parent (including any the related notes, where applicable) included in fairly present the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Parent and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 5.6 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts case of each of the Minority Bank accurately unaudited statements, to recurring audit adjustments normal in nature and fairly reflectamount), the results of the consolidated operations and consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in reasonable detailall material respects, all transactions with applicable accounting requirements and all items with the published rules and regulations of income the SEC with respect thereto; and expenseeach of such statements (including the related notes, assets where applicable) has been, and liabilities the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC. The books and accruals relating to records of the Minority BankParent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) Continental has previously made available to United copies of (i) the audited consolidated balance sheets sheet of Continental and the Minority Bank Continental Subsidiaries as of December 31, 20112008 and 2009, and the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2009, as reported in Continental’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, including any amendments thereto filed with the SEC prior to the Measurement Date, filed with the SEC under the Exchange Act, accompanied by the audit report of Ernst & Young LLP, the independent registered public accounting firm with respect to Continental for such periods (such balance sheets and statements, the “Audited Continental Financial Statements”), and (ii) the unaudited consolidated balance sheet of Continental and the Continental Subsidiaries as of March 31, 2010 and 2009 the related consolidated statements of operations, and condensed cash flows for the three-month periods ended March 31, 2010 and 2009, as reported in Continental’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, including any amendments thereto filed with the SEC prior to the Measurement Date (such balance sheets and statements, the “Unaudited Continental Financial Statements” and, together with the Audited Continental Financial Statements, the “Continental Financial Statements”). The consolidated balance sheets of Continental (including the related notes, where applicable) included in the Continental Financial Statements fairly present in all material respects the consolidated financial position of Continental and the Continental Subsidiaries as of the dates thereof, and the other financial statements included in the Continental Financial Statements (including the related statements notes, where applicable) fairly present in all material respects the results of income, the consolidated operations and changes in stockholders’ equity and cash flows of Continental and the Continental Subsidiaries for the respective fiscal years then endedperiods therein set forth, and (b) subject, in the unaudited interim balance sheet case of the Minority Bank as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Unaudited Continental Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring normal year-end audit adjustments that are immaterial in nature and in amounts consistent with past experience; each of such statements (which adjustments will not beincluding the related notes, individually or where applicable) complies in all material respects with the aggregate, material), published rules and lack footnotes. Each regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of the Minority Bank Interim Continental Financial Statements (including the related notes, where applicable) has been certified prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. To Continental’s knowledge, there is no applicable accounting rule, consensus or pronouncement that has been adopted by the Minority Bank’s chief executive officer and principal accounting officer. The booksSEC, records and accounts the Financial Accounting Standards Board, the Emerging Issues Task Force or any similar body as of, but is not in effect as of, the date of each this Agreement that, if implemented, would reasonably be expected to have a Material Adverse Effect on Continental (it being agreed that for purposes of this Section 4.6(a), effects resulting from or arising in connection with the matters set forth in clause (vi) of the Minority Bank accurately and fairly reflect, definition of the term “Material Adverse Effect” shall not be excluded in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating determining whether a Material Adverse Effect on Continental would reasonably be expected to the Minority Bankoccur).

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following Reference is made to Seller's (i) financial statements (collectively, for the “Minority Bank Financial Statements”): (a) the audited balance sheets of the Minority Bank as of years ending December 31, 20111998 and 1997 (the "Annual Statements") , 2010 and 2009 and the related statements of income, changes in stockholders’ equity and cash flows (ii) interim statement for the fiscal years then endedperiod of January 1 through July 31, 1999 (the "Interim Statement") and (biii) the unaudited monthly interim balance sheet of the Minority Bank as of June 30, 2012 financial statements to be delivered by Seller to Buyer pursuant to SECTION 7.3 hereof (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial "SECTION 7.3 Statements”"). The Minority Bank Annual Statements, Interim Statement and the SECTION 7.3 Statements are referred to collectively as the "Financial Statements." The Annual Statement and Interim Statement are attached hereto as EXHIBIT 9, and the SECTION 7.3 Statements shall be attached to the updated Disclosure Statement as an exhibit. Seller shall cause the Financial Statements to be formatted to report on the Business separately from all other activities of Seller, such format to be made by including three columns. The first column will report Seller's amounts on the Financial Statements; the second column will report adjustments of amounts which are complete not related to the Business, and correct and the third column will report amounts applicable solely to the Business net of such adjustments. Except as described on the Disclosure Schedule, the Financial Statements have been prepared in conformity conformance with generally accepted accounting principles (“GAAP”) [modified accrual basis] applied on a consistent basis throughout the entire periods involvedcovered thereby; are true, correct and complete in all material respects; and are consistent with the books and records of Seller (which books and records are true, correct and complete in all material respects). Each balance sheet (including any related notes) included in the Minority Bank The Financial Statements presents fairly fully and accurately reflect the assets, liabilities, cash flow, results of operations and financial position condition of the Minority Bank Business as of the date thereof, and each income statement (including any related notes) and statement of cash flow included the respective statements; the Business has been run only in the Minority Bank Financial Statements presents fairly the results of operations normal and cash flowordinary course since such date; and since January 1, respectively1999, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or there has been no change in the aggregate, material), and lack footnotes. Each of accounting methods or practices followed by Seller or any change in the audited Minority Bank Financial Statements has been certified amortization policies or rates theretofore adopted by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority BankSeller.

Financial Statements. Schedule 3.6 sets forth true and complete (a) The Company has previously made available to Parent copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets consolidated statements of financial condition of the Minority Bank Company and its Subsidiaries as of December 31, 20112002 and 2003, 2010 and 2009 and the related consolidated statements of income, changes in stockholdersshareholders’ equity and cash flows for the fiscal years then endedended December 31, 2001, 2002 and 2003, in each case accompanied by the audit report of Xxxxx Xxxxxxxx, LLP (the “Accounting Firm”), independent public accountants with respect to the Company, (b) the notes related thereto, (c) the unaudited interim balance sheet consolidated statement of financial condition of the Minority Bank Company and its Subsidiaries as of June 30March 31, 2012 (the “Minority Bank Interim Balance Sheet”) 2004 and the related statement unaudited consolidated statements of income and cash flows for the six-month period then three (3) months ended March 31, 2004 and 2003 and (together with d) the Minority Bank Interim Balance Sheetnotes related thereto (collectively, the “Minority Bank Interim Company Financial Statements”). The Minority Bank Accounting Firm is independent with respect to the Company and its Subsidiaries to the extent required by Regulation S-X of the SEC. The consolidated statements of financial condition of the Company (including the related notes, where applicable) included within the Company Financial Statements are complete fairly present, and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet consolidated statements of financial condition of the Company (including any the related notes, where applicable) to be included in the Minority Bank Financial Statements presents S-4 to be filed with the SEC pursuant to this Agreement will fairly present, the consolidated financial position of the Minority Bank Company and its Subsidiaries as of the date dates thereof, and each income statement the consolidated statements of income, changes in shareholders’ equity and cash flows (including any the related notes, where applicable) included within the Company Financial Statements fairly present, and statement the consolidated statements of income, changes in shareholders’ equity and cash flow flows of the Company (including the related notes, where applicable) to be included in the Minority Bank S-4 to be filed with the SEC pursuant to this Agreement will fairly present, the consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for the respective fiscal periods therein set forth; each of the Company’s consolidated financial statements (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will comply, with accounting requirements applicable to financial statements to be included in the S-4 and with the published rules and regulations of the SEC with respect thereto, including without limitation Regulation S-X; and each of the Company Financial Statements presents fairly (including the results of operations and cash flowrelated notes, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements where applicable) has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statementsbeen, and each of such consolidated financial statements (including the Minority Bank Interim Financial Statements has been certified related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except, in the case of unaudited statements, as permitted by the Minority Bank’s chief executive officer SEC with respect to financial statements included on Form 10-Q. The books and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately Company and fairly reflectits Subsidiaries have been, and are being, maintained in reasonable detail, all transactions accordance with GAAP and all items of income any other applicable legal and expense, assets and liabilities and accruals relating to the Minority Bankaccounting requirements.

Financial Statements. Schedule 3.6 sets forth true and complete Buyer has previously delivered to the Company -------------------- copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets of the Minority Bank Buyer and its Subsidiaries as of December 31, 2011, 2010 31 for the years 1997 and 2009 1996 and the related consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows for the fiscal years then ended1995 through 1997, inclusive, as reported in Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Buyer, and (b) the unaudited interim consolidated balance sheet of the Minority Bank Buyer and its Subsidiaries as of June 30March 31, 2012 (the “Minority Bank Interim Balance Sheet”) 1998 and March 31, 1997 and the related statement unaudited consolidated statements of income income, changes in shareholders' equity and cash flows for the sixthree-month period periods then ended (together as reported in Buyer's Quarterly Report on Form 10-Q for the period ended March 31, 1998 filed with the Minority Bank Interim Balance Sheet, SEC under the “Minority Bank Interim Financial Statements”)Exchange Act. The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each December 31, 1997 consolidated balance sheet of Buyer (including any the related notes, where applicable) included in fairly presents the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Buyer and its Subsidiaries as of the date thereof, and each income statement the other financial statements referred to in this Section 4.5 (including any the related notes, where applicable) fairly present and statement of cash flow included the financial statements referred to in Section 6.9 hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flow, respectively, changes in shareholders' equity and consolidated financial position of Buyer and its Subsidiaries for the respective fiscal periods or as of the Minority Bank for respective dates therein set forth; each of such statements (including the period set forth therein; providedrelated notes, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material)where applicable) comply, and lack footnotes. Each the financial statements referred to in Section 6.9 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, SEC with respect thereto; and each of such statements (including the Minority Bank Interim Financial Statements related notes, where applicable) has been certified by been, and the Minority Bank’s chief executive officer and principal accounting officer. The booksfinancial statements referred to in Section 6.9 hereof will be, records and accounts of each of prepared in accordance with GAAP consistently applied during the Minority Bank accurately and fairly reflectperiods involved, except as indicated in the notes thereto or, in reasonable detailthe case of unaudited statements, as permitted by Form 10-Q. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all transactions material respects in accordance with GAAP and all items of income any other applicable legal and expense, assets accounting requirements and liabilities and accruals relating to the Minority Bankreflect only actual transactions.

Financial Statements. Schedule 3.6 sets forth true and complete copies of The Seller has delivered the following financial statements (collectivelythe "FINANCIAL STATEMENTS") to the Buyer, the “Minority Bank Financial Statements”): and there are attached as SCHEDULE 5.5 hereto: (a) the audited balance sheets of the Minority Bank Seller as of December 31, 20111993, 2010 January 1, 1995 and 2009 December 31, 1995 (such balance sheet as of December 31, 1995 being referred to herein as the "AUDITED BALANCE SHEET"), and the related consolidated statements of income, changes in stockholders’ equity retained earnings and cash flows of the Seller for each of the fiscal years then ended, and (b) the unaudited interim condensed consolidated balance sheet of the Minority Bank Seller as of June September 30, 2012 (the “Minority Bank Interim Balance Sheet”) 1996 and the related statement condensed consolidated statements of income income, retained earnings and cash flows of the Seller for the six-nine (9) month period then ended (together with the Minority Bank Interim Balance Sheetcollectively, the “Minority Bank Interim Financial Statements”"INTERIM FINANCIALS") and (c) the unaudited condensed balance sheet for the VECTRA Waste Business as of December 31, 1993, December 31, 1994 and December 31, 1995 and November 30, 1996, and the related condensed statements of income for the three years and eleven-month periods then ended (the "WASTE BUSINESS FINANCIALS"). The Minority Bank Financial Statements Audited Balance Sheet and the related consolidated statements of income, retained earnings and cash flows of the Seller for such period are complete true and correct and have been prepared in conformity accordance with generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout basis; the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements Audited Balance Sheet fairly presents fairly the financial position condition of the Minority Bank Seller as of the date thereofits date; and such consolidated statements of income, retained earnings and each income statement (including any related notes) and statement of cash flow included in the Minority Bank Financial Statements presents flows fairly present the results of operations for the periods covered thereby. The Interim Financials and cash flowthe Waste Business Financials are true and correct in all material respects, have been prepared in accordance with GAAP applied on a consistent basis and the balance sheets included therein fairly present the financial condition of the Seller and the VECTRA Waste Business, respectively, as of such dates and such statements of income fairly present the Minority Bank results of operations for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, such periods covered thereby (subject to normal, recurring the absence of footnotes and to year-end audit adjustments (which consisting only of routine accruals and with the exception of any audit adjustments that will not be, individually or in result from the aggregate, material), and lack footnotes. Each consummation of the audited Minority Bank Financial Statements has been certified transactions contemplated by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts of each of the Minority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority BankTransaction Documents).

Financial Statements. Schedule 3.6 sets forth true and complete Parent has previously made available to the Company copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets sheet of the Minority Bank Parent and its Subsidiaries as of December 3131 for the fiscal year 2009, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholdersshareholders’ equity and cash flows for the fiscal years then ended2008 and 2009, accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to the Parent (the “2009 Parent Audited Financial Statements”) and (b) the unaudited interim consolidated balance sheet of the Minority Bank Parent and its Subsidiaries as of June 30December, 2012 31, 2010, and the related consolidated statements of income and shareholders’ equity for the year then ended (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim 2010 Parent Unaudited Financial Statements”) (for the purposes of this Section 5.7, references to the 2010 Parent Unaudited Financial Statements shall be deemed to be exclusive of any related notes thereto). The Minority Bank Financial Statements are complete Each of the December 31, 2009 and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout December 31, 2010 consolidated balance sheets of the periods involved. Each balance sheet Parent (including any the related notes, where applicable) included in fairly present the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Parent and its Subsidiaries as of the date thereofof such balance sheet, and each income statement the other financial statements referred to in this Section 5.7 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts case of each of the Minority Bank accurately unaudited statements, to recurring audit adjustments normal in nature and fairly reflectamount), the results of the consolidated operations and consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in reasonable detailall material respects, all transactions with applicable accounting requirements and all items with the published rules and regulations of income the SEC with respect thereto; and expenseeach of such statements (including the related notes, assets where applicable) has been, and liabilities the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC. The books and accruals relating to records of the Minority BankParent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements. Schedule 3.6 sets forth true and complete Parent has previously made available to the Company copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited consolidated balance sheets sheet of the Minority Bank Parent and its Subsidiaries as of December 3131 for the fiscal year 2007, 2011, 2010 and 2009 and the related consolidated statements of income, changes in stockholdersshareholders’ equity and cash flows for the fiscal years then ended2006 and 2007, accompanied by the audit report of Xxxxx Xxxxxx Company LLP, independent public accountants with respect to the Parent (the “2007 Parent Audited Financial Statements”) and (b) the unaudited interim consolidated balance sheet of the Minority Bank Parent and its Subsidiaries as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) 2007, and the related statement consolidated statements of income income, shareholders’ equity and cash flows for the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim June 30 Parent Unaudited Financial Statements”). The Minority Bank Financial Statements are complete Each of the December 31, 2007 and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout June 30, 2008 consolidated balance sheets of the periods involved. Each balance sheet Parent (including any the related notes, where applicable) included in fairly present the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Parent and its Subsidiaries as of the date thereofof such balance sheet, and each income statement the other financial statements referred to in this Section 5.7 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts case of each of the Minority Bank accurately unaudited statements, to recurring audit adjustments normal in nature and fairly reflectamount), the results of the consolidated operations and consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in reasonable detailall material respects, all transactions with applicable accounting requirements and all items with the published rules and regulations of income the SEC with respect thereto; and expenseeach of such statements (including the related notes, assets where applicable) has been, and liabilities the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC. The books and accruals relating to records of the Minority BankParent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements. Schedule 3.6 sets forth true and complete The Company has previously made available to Parent copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets consolidated statement of financial condition of the Minority Bank Company and its Subsidiaries as of December 3131 for the fiscal year 2009, 2011, 2010 and 2009 and the related consolidated statements of incomeoperations, changes in stockholders’ equity and cash flows for the fiscal years then ended2008 and 2009, accompanied by the audit report of ParenteBeard LLC, independent public accountants with respect to the Company (the “2009 Audited Financial Statements”) and (b) the unaudited interim balance sheet consolidated statement of financial condition of the Minority Bank Company and its Subsidiaries as of June 30December 31, 2012 2010, and the related consolidated statements of operations and stockholders’ equity for the year then ended (the “Minority Bank Interim Balance Sheet”) 2010 Unaudited Financial Statements”)(for the purposes of this Section 4.7, references to the 2010 Unaudited Financial Statements shall be deemed to be exclusive of any related notes thereto). Each of the December 31, 2009 and December 31, 2010 consolidated statements of financial condition of the Company (including the related statement of income for notes, where applicable) fairly present the six-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Minority Bank Financial Statements presents fairly the consolidated financial position of the Minority Bank Company and its Subsidiaries as of the date thereofof such balance sheet, and each income statement the other financial statements referred to in this Section 4.7 (including any the related notes, where applicable) fairly present, and statement of cash flow included the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the Minority Bank Financial Statements presents fairly the results of operations and cash flow, respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The books, records and accounts case of each of the Minority Bank accurately unaudited statements, to recurring audit adjustments normal in nature and fairly reflectamount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in reasonable detailall material respects, all transactions with applicable accounting requirements and all items with the published rules and regulations of income the SEC with respect thereto; and expenseeach of such statements (including the related notes, assets where applicable) has been, and liabilities the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC. The books and accruals relating to records of the Minority BankCompany and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements.