Common use of BANKING REPORTS; FINANCIAL STATEMENTS Clause in Contracts

BANKING REPORTS; FINANCIAL STATEMENTS. (a) Each Acquired Company has filed all forms, reports, and documents required to be filed with the Federal Reserve Board, the FDIC, the Kansas or Missouri banking authorities and any other applicable federal or state securities or banking authorities (collectively, the “Regulatory Reports”). The Regulatory Reports (i) were prepared in accordance with Legal Requirements, and (ii) at the time they were filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Clayco has delivered to Buyer: the unaudited consolidated balance sheet of Clayco as at December 31, 2005, and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for the fiscal year then ended, (ii) the unaudited consolidated balance sheet of Clayco as at September 30, 2006 (the “Interim Balance Sheet”), and the related unaudited consolidated statement of income for the period then ended, and (iii) all bank financial reports, including all amendments thereto, filed with any Governmental Body by any Acquired Company for the years ended December 31, 2005, 2004 and 2003 and all such reports required to be filed after that date until the Closing Date. Such financial statements and notes fairly present the financial condition and the results of operations, and, as applicable, the changes in shareholders’ equity, and cash flow, of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP; the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of Clayco.

BANKING REPORTS; FINANCIAL STATEMENTS. (a) Each Acquired Company has The Seller and each Seller Subsidiary have filed all forms, reports, reports and documents required to be filed with the Federal Reserve Board, the FDIC, the Kansas or Missouri banking authorities Minnesota Department of Commerce and any other applicable federal or state securities or banking authorities (collectively, all such reports and statements are collectively referred to as the “Regulatory Seller Reports”). The Regulatory Seller Reports (i) were prepared in all material respects in accordance with Legal Requirements, the requirements of applicable Law and (ii) did not at the time they were filed, did not after giving effect to any amendment thereto filed prior to the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) Clayco Each of the Seller Financial Statements (including, if applicable, any related notes thereto) has delivered been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to Buyer: GAAP) and each fairly presents in all material respects the unaudited consolidated balance sheet financial position of Clayco as at December 31, 2005, the Seller and the related unaudited Seller Subsidiaries as of the respective dates thereof and the consolidated statements results of income, its operations and cash flows and changes in shareholders’ equity, and cash flow financial position for the periods indicated, except that any unaudited interim financial statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Seller has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year then endedto date. To the Seller’s Knowledge, (ii) the unaudited consolidated balance sheet Seller’s auditors will deliver to the Seller an unqualified audit opinion with respect to the Seller’s financial statements as of Clayco as at September 30, 2006 (the “Interim Balance Sheet”), and the related unaudited consolidated statement of income for the period then ended, and (iii) all bank financial reports, including all amendments thereto, filed with any Governmental Body by any Acquired Company for the years year ended December 31, 2005, 2004 and 2003 and all such reports required to be filed after that date until the Closing Date2006. Such financial statements and notes fairly present the financial condition and the results of operations, and, as applicable, the changes in shareholders’ equity, and cash flow, of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP; the financial statements referred to As used in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of Clayco.Agreement, “

BANKING REPORTS; FINANCIAL STATEMENTS. (a) Each Acquired Company has The Seller and each Seller Subsidiary have filed all forms, reports, reports and documents required to be filed with the Federal Reserve Board, the FDIC, the Kansas or Missouri banking authorities OCC, and any other applicable federal or state securities or banking authorities (collectively, all such reports and statements are collectively referred to as the “Regulatory Seller Reports”). The Regulatory Seller Reports (i) were prepared in all material respects in accordance with Legal Requirements, the requirements of applicable Law and (ii) did not at the time they were filed, did not after giving effect to any amendment thereto filed prior to the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) Clayco has delivered to Buyer: True, correct and complete copies of (i) audited financial statements of the Seller and Seller Subsidiaries for the period ending December 31, 2004, (ii) unaudited consolidated balance sheet financial statements of Clayco as at Seller and Seller Subsidiaries for the period ending December 31, 2005, (iii) call reports for Seller and Seller Subsidiaries for the four quarters of 2005 and the first two quarters of 2006, and (iv) FRY-9 SP reports for Seller for 2005 and the first half of 2006 (collectively, the “Financial Statements”) have been provided and made available to the Sub and the Company. Each of the Financial Statements (including, if applicable, any related unaudited notes thereto) have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated statements financial position of income, the Seller and the Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in shareholders’ equityfinancial position for the periods indicated, except that any unaudited interim financial statements provided as part of the Financial Statements do not contain the footnotes required by GAAP, and cash flow were or are subject to normal and recurring year end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. (c) Except for those liabilities that are reflected or fully reserved against on the fiscal year then ended, (ii) the unaudited consolidated balance sheet of Clayco the Seller as at September of December 30, 2006 (the “Interim Balance Sheet”), and the related unaudited consolidated statement of income for the period then ended, and (iii) all bank financial reports, including all amendments thereto, filed with any Governmental Body by any Acquired Company for the years ended December 31, 2005, 2004 and 2003 and all for liabilities incurred in the ordinary course of business consistent with past practice since such reports date, neither the Seller nor any Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise due or to become due), that are required to be filed after that date until the Closing Date. Such financial statements and notes fairly present the financial condition and the results of operations, and, as applicable, the changes in shareholders’ equity, and cash flow, of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all disclosed on a balance sheet prepared in accordance with GAAP; the financial statements referred , that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of Claycohave, a Seller Material Adverse Effect.

BANKING REPORTS; FINANCIAL STATEMENTS. (a) Each Acquired Company has The Seller and each Seller Subsidiary have filed all forms, reports, reports and documents required to be filed with the Federal Reserve Board, the FDIC, the Kansas or Missouri banking authorities Division of Finance and any other applicable federal or state securities or banking authorities (collectively, all such reports and statements are collectively referred to as the “Regulatory Seller Reports”). The Regulatory Seller Reports (i) were prepared in all material respects in accordance with Legal Requirements, the requirements of applicable Law and (ii) did not at the time they were filed, did not after giving effect to any amendment thereto filed prior to the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) Clayco Each of the Seller Financial Statements (including, if applicable, any related notes thereto) has delivered been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to Buyer: GAAP) and each fairly presents in all material respects the unaudited consolidated balance sheet financial position of Clayco as at December 31, 2005, the Seller and the related unaudited Seller Subsidiaries as of the respective dates thereof and the consolidated statements results of income, its operations and cash flows and changes in shareholders’ equity, and cash flow financial position for the periods indicated, except that any unaudited interim financial statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Seller has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal year then endedyears or during the current fiscal year-to-date. To the Seller’s Knowledge, (ii) the unaudited consolidated balance sheet Seller’s auditors will deliver to the Seller an unqualified audit opinion with respect to the Seller’s financial statements as of Clayco as at September 30, 2006 (the “Interim Balance Sheet”), and the related unaudited consolidated statement of income for the period then ended, and (iii) all bank financial reports, including all amendments thereto, filed with any Governmental Body by any Acquired Company for the years year ended December 31, 2005, 2004 and 2003 and all such reports required to be filed after that date until the Closing Date. Such financial statements and notes fairly present the financial condition and the results of operations, and, as applicable, the changes in shareholders’ equity, and cash flow, of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP; the financial statements referred to As used in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of Clayco.Agreement, “

BANKING REPORTS; FINANCIAL STATEMENTS. (a) Each Acquired The Company has and the Bank have filed all forms, reports, reports and documents required to be filed with the Federal Reserve BoardFRB, MDC, the FDIC, the Kansas or Missouri banking authorities FDIC and any other applicable federal or state securities or banking authorities (collectively, all such reports and statements are collectively referred to as the “Regulatory "Company Reports”"). The Regulatory Company Reports, including all Company Reports filed after the date of this Agreement, (ix) were or will be prepared in all material respects in accordance with Legal Requirements, the requirements of applicable Law and (iiy) did not at the time they were filed, did or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Clayco Except as set forth on Schedule 2.11(b), the Company has delivered furnished to BuyerAcquiror true, correct and complete copies of: (i) the unaudited consolidated balance sheet audited Consolidated Statements of Clayco Financial Condition of the Company as at December of the fiscal years ended March 31, 20052002, 2001 and 2000, and the related unaudited consolidated statements Consolidated Statements of incomeEarnings, changes in shareholders’ equityConsolidated Statements of Shareholders' Equity and Consolidated Statements of Cash Flows for each of said fiscal years, including the respective notes thereto, and cash flow for has authorized McGladrey & Xxxxxx LLP ("McGladrey") to make available to Acquiror, upon Acquiror's request, the fiscal year then ended, reports and work papers of McGladrey relating thereto; and (ii) the unaudited consolidated balance sheet Consolidated Statements of Clayco Financial Condition as at September 30of December 31, 2006 (the “Interim Balance Sheet”), 2002 and the related unaudited consolidated statement Consolidated Statements of income Cash Flow for the period periods then ended, and ended (iii) all bank financial reports, including all amendments thereto, filed with any Governmental Body by any Acquired together the "Company for the years ended December 31, 2005, 2004 and 2003 and all such reports required to be filed after that date until the Closing DateFinancial Statements"). Such financial statements and notes Company Financial Statements fairly present the financial condition position of the Company and the results of operations, and, Subsidiaries as applicable, the changes in shareholders’ equity, and cash flow, of the Acquired Companies as at the respective dates of and for the periods referred ended on their respective dates and the operating results of the Company and the Subsidiaries for the indicated periods in conformity with GAAP applied on a consistent basis. Since December 31, 2002 through the date of execution of this Agreement, there have not been, to the best of the Company's knowledge and belief, any adverse material changes in such its or the Subsidiaries' consolidated financial statementscondition, assets, liabilities or business, other than changes in the ordinary course of business and as set forth in the Company Financial Statements. (c) The Company will furnish Acquiror with copies of its audited and unaudited Consolidated Statements of Financial Condition, Consolidated Statements of Earnings, Consolidated Statements of Shareholders' Equity and Consolidated Statements of Cash Flows for each quarterly and yearly period subsequent to December 31, 2002, and each financial report it or any of its Subsidiaries files with the Federal Reserve Board, the FDIC, the MDC, or other regulatory authority, subsequent to December 31, 2002 until the Effective Time (the "Subsequent Company Financial Statements"). (d) Except as set forth on Schedule 2.11(b), all of the aforesaid Company Financial Statements have been and, with respect to the Subsequent Company Financial Statements, will be, prepared in accordance with GAAP; , utilizing accounting practices consistent with prior years except as otherwise disclosed. Except as set forth on Schedule 2.11(b), all of the aforesaid Company Financial Statements present fairly, and all of the Subsequent Company Financial Statements will present fairly, the financial statements referred position of the Company and the Subsidiaries taken as a whole and the results of its and their operations and changes in its and their financial position as of and for the periods ending on their respective dates. Except as set forth on Schedule 2.11(b), the books and records of the Company have been and are being maintained in all material respects in accordance with GAAP and all other applicable legal and accounting requirements. Subject to such changes which may result from an audit of any Subsequent Company Financial Statements (which changes in this Section 3.4 reflect the consistent aggregate will not result in an Adverse Change in the Company), the allowance for loan losses in such Company Financial Statements is, and, with respect to the Subsequent Company Financial Statements will be, determined by application of such accounting principles throughout the Bank's policies and procedures on a basis consistently applied from prior periods involvedand represents management's good faith estimate of reasonably expectable loses. No financial statements Except with respect to this Agreement and the transactions contemplated herein, there are, and with respect to the Subsequent Financial Statements will be, no agreements, contracts or other instruments to which the Company or the Subsidiaries are a party or by which it or they or (to the knowledge of the Company) any Person other than of the Acquired Companies are required by GAAP to be included in officers, directors, employees or shareholders of the Company or the Subsidiaries have rights which would have a material adverse effect on the consolidated financial statements position of Claycothe Company or the financial position of the Company which are not disclosed herein or reflected in the Company Financial Statements and the Subsequent Company Financial Statements.

BANKING REPORTS; FINANCIAL STATEMENTS. (a) Each Acquired Company has filed all forms, reports, and documents required to be filed with the Federal Reserve Board, the FDIC, the Kansas or Office of the Comptroller of the Currency, the Missouri banking authorities Division of Finance and any other applicable federal or state securities or banking authorities (collectively, the “Regulatory Reports”). The Regulatory Reports (i) were prepared in accordance with Legal Requirements, and (ii) at the time they were filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Clayco Except as set forth in Part 3.4 of the Disclosure Letter, NorthStar has delivered to Buyer: (i) the unaudited audited consolidated balance sheet of Clayco NorthStar as at December 31, 2005, 2004 (the “Balance Sheet”) and the related unaudited audited consolidated statements of income, changes in shareholdersstockholders’ equity, and cash flow for the fiscal year then ended, together with the report thereon of McGladrey & Xxxxxx, LLP, independent certified public accountants, (ii) the unaudited consolidated balance sheet of Clayco NorthStar as at September 30December 31, 2006 2005 (the “Interim Balance Sheet”), and the related unaudited consolidated statement statements of income for the period then ended, and (iii) all bank financial reports, including all amendments thereto, filed with any Governmental Body by any Acquired Company for the years year ended December 31, 2005, 2004 and 2003 2005 and all such reports required to be filed after that the date of this Agreement until the Closing Date. Such financial statements and notes fairly present the financial condition and the results of operations, and, as applicable, the changes in shareholdersstockholders’ equity, and cash flow, of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP; the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of ClaycoNorthStar.

BANKING REPORTS; FINANCIAL STATEMENTS. (a) Each Acquired The Company has and each Company Subsidiary have filed all forms, reports, reports and documents required to be filed with the Federal Reserve BoardFRB, DFI, the FDIC, the Kansas or Missouri banking authorities FDIC and any other applicable federal or state securities or banking authorities (collectively, all such reports and statements are collectively referred to as the “Regulatory Company Reports”). The Regulatory Company Reports, including all Company Reports filed after the date of this Agreement, (ix) were or will be prepared in all material respects in accordance with Legal Requirements, the requirements of applicable Law and (iiy) did not at the time they were filed or will not at the time they are filed, did not after giving effect to any amendment thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading except that information as of a later date will be deemed to modify information as of an earlier date. (b) Clayco Except as set forth on Schedule 2.11(b), the Company has delivered furnished to BuyerAcquiror true, correct and complete copies of: (i) the unaudited consolidated balance sheet audited Consolidated Statements of Clayco Financial Condition of the Company as at of the fiscal years ended December 31, 20052006, 2005 and 2004, and the related unaudited consolidated statements Consolidated Statements of incomeEarnings, changes in shareholdersConsolidated Statements of Shareholders’ equityEquity and Consolidated Statements of Cash Flows for each of said fiscal years, including the respective notes thereto; and cash flow for the fiscal year then ended, (ii) the unaudited consolidated balance sheet Consolidated Statements of Clayco Financial Condition as at September 30of March 31, 2006 (the “Interim Balance Sheet”), 2007 and the related unaudited consolidated statement Consolidated Statements of income Earnings, and Consolidated Statements of Shareholders’ Equity for the period periods then endedended (“Company Financial Statements”), and (iii) all bank financial reports, including all amendments thereto, filed with any Governmental Body by any Acquired Company for the years ended December such March 31, 2005, 2004 and 2003 and all such reports required to be filed after that date until 2007 Company Financial Statements being provided in the Closing Dateform of Company Call Reports. Such financial statements and notes Company Financial Statements fairly present the financial condition position of the Company and the results of operations, and, Subsidiaries as applicable, the changes in shareholders’ equity, and cash flow, of the Acquired Companies as at the respective dates of and for the periods referred ended on their respective dates and the operating results of the Company and the Subsidiaries for the indicated periods in conformity with GAAP applied on a consistent basis except that any unaudited interim Company Financial Statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year end adjustments. Since December 31, 2006 through the date of execution of this Agreement, there have not been, to the Company’s knowledge, any adverse material changes in such its or the Subsidiaries’ consolidated financial statementscondition, assets, liabilities or business, other than changes in the ordinary course of business and as set forth in the Company Financial Statements. (c) The Company will furnish Acquiror with copies of its audited and unaudited Consolidated Statements of Financial Condition, Consolidated Statements of Earnings, Consolidated Statements of Shareholders’ Equity and Consolidated Statements of Cash Flows for each quarterly and yearly period subsequent to December 31, 2006, and each financial report it or any of its Subsidiaries files with the Federal Reserve Board, the FDIC, the DFI, or other bank regulatory authority, subsequent to the date of execution of this Agreement until the Effective Time (the “Subsequent Company Financial Statements”). (d) Except as set forth on Schedule 2.11(b), all of the aforesaid Company Financial Statements have been and, with respect to the Subsequent Company Financial Statements, will be, prepared in accordance with GAAP; , utilizing accounting practices consistent with prior years except as otherwise disclosed except that any unaudited interim Company Financial Statements do not contain the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Acquired Companies are footnotes required by GAAP and are subject to be included normal and recurring year end adjustments. Except as set forth on Schedule 2.11(b), all of the aforesaid Company Financial Statements present fairly, and all of the Subsequent Company Financial Statements will present fairly, the financial position of the Company and the Subsidiaries taken as a whole and the results of its and their operations and changes in its and their financial position as of and for the periods ending on their respective dates. Except with respect to this Agreement and the transactions contemplated herein and as set forth on Schedule 2.11(b), there are, and with respect to the Subsequent Financial Statements will be, no agreements, contracts or other instruments to which the Company or the Subsidiaries are a party or by which it or they or (to the knowledge of the Company) any of the officers, directors, employees or shareholders of the Company or the Subsidiaries have rights which would have an Adverse Change in the consolidated financial statements position of Claycothe Company which are not disclosed herein or reflected in the Company Financial Statements and the Subsequent Company Financial Statements.

BANKING REPORTS; FINANCIAL STATEMENTS. (a) Each Acquired Company has filed all forms, reports, and documents required to be filed with the Federal Reserve Board, the FDIC, the Kansas or Office of the Comptroller of the Currency, the Missouri banking authorities Division of Finance and any other applicable federal or state securities or banking authorities (collectively, the “Regulatory Reports”). The Regulatory Reports (i) were prepared in accordance with Legal Requirements, and (ii) at the time they were filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Clayco Except as set forth in Part 3.4 of the Disclosure Letter, NorthStar has delivered to Buyer: (i) the unaudited audited consolidated balance sheet of Clayco NorthStar as at December 31, 2005, 2004(the “Balance Sheet”) and the related unaudited audited consolidated statements of income, changes in shareholdersstockholders’ equity, and cash flow for the fiscal year then ended, together with the report thereon of McGladrey & Xxxxxx, LLP, independent certified public accountants, (ii) the unaudited consolidated balance sheet of Clayco NorthStar as at September 30December 31, 2006 2005 (the “Interim Balance Sheet”), and the related unaudited consolidated statement statements of income for the period then ended, and (iii) all bank financial reports, including all amendments thereto, filed with any Governmental Body by any Acquired Company for the years year ended December 31, 2005, 2004 and 2003 2005 and all such reports required to be filed after that date March 22, 2006 until the Closing Date. Such financial statements and notes fairly present the financial condition and the results of operations, and, as applicable, the changes in shareholdersstockholders’ equity, and cash flow, of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP; the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of ClaycoNorthStar.