Common use of Books and Records and Internal Controls Clause in Contracts

Books and Records and Internal Controls. (1) The books and records of the Bank and its Subsidiaries have been fully, properly and accurately maintained in all material respects in accordance with GAAP (where applicable) and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. (2) The records, systems, controls, data and information of the Bank and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Bank, its Subsidiaries or any of their accountants (including all means of access thereto and therefrom) in all material respects. The Bank and its Subsidiaries have established and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with its management’s general or specific authorizations and (B) transactions are recorded in conformity with GAAP consistently applied and applicable Law. Since January 1, 2010, none of the Bank or any Subsidiary thereof or, to Seller’s Knowledge, any director, senior executive officer, auditor independent accountant, has received written notice or otherwise obtained knowledge of any material weakness regarding the accounting or auditing practices, procedures or methods of the Bank or any Subsidiary of the Bank or their respective internal accounting controls, other than material weaknesses that have been remedied prior to the date of this Agreement. (3) The Bank and its Subsidiaries have (A) implemented and maintain disclosure controls and procedures to ensure that material information relating to the Bank and its Subsidiaries is made known to the chief executive officer and the chief financial officer of the Bank by others within those entities, and (B) disclosed, based on the most recent evaluation prior to the date of this Agreement, to the Bank’s outside auditors and the audit committee of the Bank’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Bank’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Bank’s internal controls over financial reporting.

Books and Records and Internal Controls. (1i) The Purchaser’s books and records and those of the Bank and its Subsidiaries have been fully, properly and accurately maintained in all material respects in accordance with GAAP (where applicable) and any other applicable legal and accounting requirements and reflect only actual transactionsrequirements, and there are no material inaccuracies or discrepancies of any kind contained or reflected thereintherein except as has not had, nor is reasonably likely to have, a Material Adverse Effect. (2ii) The records, systems, controls, data and information of the Bank and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Bank, its Subsidiaries or any of their accountants (including all means of access thereto and therefrom) in all material respects. The Bank Purchaser and its Subsidiaries have established and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed ensure the reliability of financial reporting and the preparation of financial statements in accordance with its management’s general or specific authorizations and (B) transactions are recorded in conformity with GAAP consistently applied and applicable Law. . (iii) Since January 1, 20102007, none (A) neither Purchaser nor any of the Bank or any Subsidiary thereof orits Subsidiaries nor, to SellerPurchaser’s Knowledgeknowledge, any director, senior executive officer, auditor independent accountantemployee, auditor, accountant or representative of Purchaser or any of its Subsidiaries has received written notice or otherwise obtained knowledge of any material weakness complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures procedures, methodologies or methods of the Bank Purchaser or any Subsidiary of the Bank its Subsidiaries or their respective internal accounting controls, other than including any material weaknesses complaint, allegation, assertion or claim that have been remedied prior to the date Purchaser or any of this Agreement. (3) The Bank and its Subsidiaries have (A) implemented and maintain disclosure controls and procedures to ensure that material information relating to the Bank and its Subsidiaries is made known to the chief executive officer and the chief financial officer of the Bank by others within those entitieshas engaged in questionable accounting or auditing practices, and (B) disclosedto Purchaser’s knowledge, based on the most recent evaluation prior to the date no attorney representing Purchaser or any of this Agreement, to the Bank’s outside auditors and the audit committee of the Bank’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Bank’s ability to record, process, summarize and report financial information and (ii) any fraudits Subsidiaries, whether or not materialemployed by Purchaser or any of its Subsidiaries, that involves management has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or other similar violation by Purchaser, any of its Subsidiaries or any of their respective officers, directors, employees who have a significant role in the Bank’s internal controls over financial reportingor agents to its Board of Directors or any committee thereof or to any of its directors or officers.

Books and Records and Internal Controls. (1i) The books and records of the Bank and its Subsidiaries Target Companies have been fully, properly and accurately maintained in all material respects in accordance with GAAP (where applicable) and any other in compliance with all Laws applicable legal and accounting requirements and reflect only actual transactionsthereto, and there are no material inaccuracies or discrepancies of any kind contained or reflected thereintherein except as has not had, nor is reasonably likely to have, a Material Adverse Effect. (2ii) The records, systems, controls, data and information of the Bank and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Bank, its Subsidiaries or any of their accountants (including all means of access thereto and therefrom) in all material respects. The Bank and its Subsidiaries Target Companies have established and maintain maintained a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed ensure the reliability of financial reporting and the preparation of financial statements in accordance with its management’s general or specific authorizations and (B) transactions are recorded in conformity with GAAP consistently applied and applicable Law. . (iii) Since January 1December 31, 20102009, (A) none of Sellers, the Bank or any Subsidiary thereof orTarget Companies nor, to Seller’s Knowledgethe Sellers’ knowledge, any director, senior executive officer, auditor independent accountantemployee, auditor, accountant or representative of any Target Company has received written notice or otherwise obtained knowledge of any material weakness complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures procedures, methodologies or methods of the Bank or any Subsidiary of the Bank Target Company or their respective internal accounting controls, other than including any material complaint, allegation, assertion or claim that any Target Company has engaged in questionable accounting or auditing practices, (B) to the Sellers’ knowledge, no lawyer representing any Target Company, whether or not employed by any Target Company, has reported evidence of a material violation of applicable Laws, breach of fiduciary duty or similar violation by any Target Company or any of the Target Companies’ officers, directors, employees or agents to its Board of Directors or any committee thereof or to any of its directors or officers and (C) there have been no significant deficiencies or material weaknesses of the Target Companies that have been remedied prior identified with respect to the date of this Agreement. (3) The Bank and its Subsidiaries have (A) implemented and maintain disclosure controls and procedures to ensure that material information relating to the Bank and its Subsidiaries is made known to the chief executive officer and the chief financial officer of the Bank by others within those entities, and (B) disclosed, based on the most recent evaluation prior to the date of this Agreement, to the Bank’s outside auditors and the audit committee of the Bank’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely relating to adversely affect the Bank’s ability Target Companies and, to recordthe knowledge of the Sellers, process, summarize and report financial information and (ii) any there has been no event of fraud, whether or not material, assessed at the level of Sellers, that involves involved management or other employees who have or had a significant role in the Bank’s Target Companies’ internal controls control over financial reporting.

Books and Records and Internal Controls. (1) The books and records of the Purchaser Parent, Purchaser Bank and its their respective Subsidiaries have been fully, properly and accurately maintained in all material respects in accordance with GAAP (where applicable) and any other requirements of applicable legal and accounting requirements and reflect only actual transactionsGovernmental Authorities, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. (2) The recordsPurchaser Parent, systems, controls, data and information of the Purchaser Bank and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Bank, its Subsidiaries or any of their accountants (including all means of access thereto and therefrom) in all material respects. The Bank and its respective Subsidiaries have established and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with its management’s general or specific authorizations and (B) transactions are recorded in conformity with GAAP consistently applied and applicable Lawbank regulatory requirements. Since January 1, 20102017, none of the Purchaser Parent, Purchaser Bank or any Subsidiary thereof of their respective Subsidiaries or, to SellerPurchaser’s Knowledge, any director, senior executive officer, auditor or independent accountant, has received written notice or otherwise obtained knowledge of any material weakness regarding the accounting or auditing practices, procedures or methods of the Purchaser Parent, Purchaser Bank or any Subsidiary of the Bank their respective Subsidiaries or their respective internal accounting controls, other than material weaknesses that have been remedied prior to the date of this Agreement. (3) The Purchaser Parent, Purchaser Bank and its their respective Subsidiaries have (A) implemented and maintain disclosure controls and procedures to ensure that material information relating to the Purchaser Parent, Purchaser Bank and its their respective Subsidiaries is made known to the chief executive officer and the chief financial officer of the Purchaser Parent and/or Purchaser Bank by others within those entities, and (B) disclosed, based on the most recent evaluation prior to the date of this Agreement, to the BankPurchaser Parent’s outside auditors and the audit committee of the BankPurchaser Parent’s board Board of directors Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Purchaser Parent’s or Purchaser Bank’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the BankPurchaser Parent’s internal controls over financial reporting.

Books and Records and Internal Controls. (1) The books and records of the Bank and its Subsidiaries have been fully, properly and accurately maintained in all material respects in accordance with GAAP (where applicable) and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. (2a) The records, systems, controls, data and information of the Bank and its Subsidiaries each Company are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Bank, its Subsidiaries each Company or any of their accountants representatives (including all means of access thereto and therefrom) in all material respectsrespects and in compliance in all material respects with applicable legal requirements. The Bank and its Subsidiaries have Each Company has established and maintain maintained a system of internal accounting controls sufficient designed to provide reasonable assurances that (A) transactions i)transactions are executed in accordance with its management’s general or specific authorizations and (B) transactions ii)transactions are recorded in conformity with GAAP consistently applied and applicable Applicable Law. Since January 1, 2010, none of the Bank or any Subsidiary thereof no Company or, to Seller’s Knowledgeknowledge, any director, senior executive officer, auditor independent accountantaccountant of Seller or a Company, has received written notice or of or, to the knowledge of Seller, otherwise obtained knowledge of of, any material weakness regarding the accounting or auditing practices, procedures or methods of the Bank or any Subsidiary of the Bank Companies or their respective internal accounting controls, other than material weaknesses that have been remedied prior to the date of this Agreement. (3b) The Bank and its Subsidiaries Companies have (A) implemented and maintain maintained disclosure controls and procedures designed to ensure that material information relating to the Bank and its Subsidiaries each Company is made known to the chief appropriate executive officer and the chief financial officer officers of the Bank such Company by others within those entities, that Company and (B) disclosed, based on the most recent evaluation prior to the date of this Agreement, to the BankSeller’s outside auditors and the audit committee of the BankSeller’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Bankany Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Bankany Company’s internal controls over financial reporting.

Books and Records and Internal Controls. (1i) The books and records of the Centennial Bank and its Subsidiaries have been and are being fully, properly and accurately maintained in all material respects in accordance with GAAP (where applicable) and any other applicable legal and accounting requirements and reflect only actual transactionsrequirements, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. (2ii) The None of Centennial Bank’s records, systems, controls, data and information of the Bank and its Subsidiaries are recorded, stored, maintained and maintained, operated under or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Bank, its Subsidiaries or any of their accountants which (including all means of access thereto and therefrom) in all material respectsare not under the exclusive ownership and direct control of Centennial Bank or its accountants. The Centennial Bank and its Subsidiaries have has established and maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed regarding the reliability of financial reporting and the preparation of financial statements in accordance with its management’s general GAAP and the requirements of Regulatory Authorities applied with respect to industrial banks, their holding companies or specific authorizations and (B) transactions are recorded in conformity with GAAP consistently applied and any other criteria applicable Lawto such statements. Since January 1, 2010, none of the Bank or any Subsidiary thereof orno Seller Party, nor, to Seller’s Knowledgethe Seller Parties’ knowledge, any director, senior executive officer, auditor independent accountantemployee, auditor, accountant or representative of the Seller Parties has received written notice or otherwise had or obtained knowledge of any material weakness complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures procedures, methodologies or methods of the Centennial Bank or any Subsidiary of the Bank or their respective its internal accounting controls, other than including any material weaknesses complaint, allegation, assertion or claim that have been remedied prior to the date of this AgreementCentennial Bank has engaged in questionable accounting or auditing practices. (3) The Bank and its Subsidiaries have (A) implemented and maintain disclosure controls and procedures to ensure that material information relating to the Bank and its Subsidiaries is made known to the chief executive officer and the chief financial officer of the Bank by others within those entities, and (B) disclosed, based on the most recent evaluation prior to the date of this Agreement, to the Bank’s outside auditors and the audit committee of the Bank’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Bank’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Bank’s internal controls over financial reporting.

Books and Records and Internal Controls. (1) The books and records of the Seller Bank and its Subsidiaries have been fully, properly and accurately maintained in all material respects in accordance with GAAP and the Accounting Principles (where applicable) and any other requirements of applicable legal and accounting requirements and reflect only actual transactionsGovernmental Authorities, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. (2) The records, systems, controls, data and information of the Bank and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Bank, its Subsidiaries or any of their accountants (including all means of access thereto and therefrom) in all material respects. The Seller Bank and its Subsidiaries have established and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with its management’s general or specific authorizations and (B) transactions are recorded in conformity with GAAP GAAP, and with respect to Seller Bank, the Accounting Principles, consistently applied and applicable Lawbank regulatory requirements. Since January 1, 20102017, none of the Seller Bank or any Subsidiary thereof of its Subsidiaries or, to Seller’s Knowledge, any director, senior executive officer, auditor or independent accountant, has received written notice or otherwise obtained knowledge of any material weakness regarding the accounting or auditing practices, procedures or methods of the Seller Bank or any Subsidiary of the Bank its Subsidiaries or their respective internal accounting controls, other than material weaknesses that have been remedied prior to the date of this Agreement. (3) The Seller Bank and its Subsidiaries have (A) implemented and maintain disclosure controls and procedures to ensure that material information relating to the Seller Bank and its Subsidiaries is made known to the chief executive officer and the chief financial officer of the Seller Bank by others within those entities, and (B) disclosed, disclosed based on the most recent evaluation prior to the date of this Agreement, to the Seller Bank’s outside auditors and the audit committee of the Seller Parent’s and Seller Bank’s board Boards of directors Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Seller Bank’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Seller Bank’s internal controls over financial reporting, in each case, which disclosures shall also be set forth in Section 3.02(g)(3)(B) of the Seller Disclosure Schedule. (4) Section 3.02(g)(4) of the Seller Disclosure Schedule sets forth a true, correct and complete list of the location of the historical business records and all Seller Bank Books and Records, that, in each case, are not located in such Seller Bank’s headquarters or primary business office.

Books and Records and Internal Controls. (1i) The books and records of the Bank and its Subsidiaries Sales Package Companies have been fully, properly and accurately maintained in all material respects in accordance with GAAP (where applicable) and any other applicable legal and accounting requirements and reflect only actual transactionsrequirements, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein, except as has not had, nor is reasonably likely to have, a Material Adverse Effect. (2ii) The records, systems, controls, data and information of the Bank and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Bank, its Subsidiaries or any of their accountants (including all means of access thereto and therefrom) in all material respects. The Bank and its Subsidiaries Sales Package Companies have established and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed ensure the reliability of financial reporting and the preparation of financial statements in accordance with its management’s general or specific authorizations and (B) transactions are recorded in conformity with GAAP consistently applied and applicable Law. . (iii) Since January 1, 20102007, (A) none of Sellers, the Bank or any Subsidiary thereof orSales Package Companies nor, to Seller’s Knowledgethe Sellers’ knowledge, any director, senior executive officer, auditor independent accountantemployee, auditor, accountant or representative of any Sales Package Company has received written notice or otherwise obtained knowledge of any material weakness complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures procedures, methodologies or methods of the Bank or any Subsidiary of the Bank Sales Package Company or their respective internal accounting controls, other than including any material complaint, allegation, assertion or claim that any Sales Package Company has engaged in questionable accounting or auditing practices, (B) to the Sellers’ knowledge, no attorney representing any Sales Package Company, whether or not employed by any Sales Package Company, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Sales Package Company or any of the Sales Package Companies’ officers, directors, employees or agents to its Board of Directors or any committee thereof or to any of its directors or officers and (C) there have been no significant deficiencies or material weaknesses of the Sales Package Companies that have been remedied prior identified with respect to the date of this Agreement. (3) The Bank and its Subsidiaries have (A) implemented and maintain disclosure controls and procedures to ensure that material information relating to the Bank and its Subsidiaries is made known to the chief executive officer and the chief financial officer of the Bank by others within those entities, and (B) disclosed, based on the most recent evaluation prior to the date of this Agreement, to the Bank’s outside auditors and the audit committee of the Bank’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely relating to adversely affect the Bank’s ability Sales Package Companies and, to recordthe knowledge of the Sellers, process, summarize and report financial information and (ii) any there has been no event of fraud, whether or not materialmaterial assessed at the level of Sellers, that involves involved management or other employees who have or had a significant role in the Bank’s Sales Package Companies’ internal controls control over financial reporting.