Common use of Controls Clause in Contracts

Controls. The Company, the Bank and the Bank’s Subsidiaries have established and maintain a system of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other Subsidiaries are being made only in accordance with authorizations of the Company management and Board of Directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company on a consolidated basis that could have a material effect on the Financial Statements. The Company believes such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently is not (i) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or Bank’s internal control over financial reporting and the internal control over financial reporting of each other applicable Subsidiary of the Company. The Company (A) has implemented and maintains (as defined in Rule 13a-15(e) of the Exchange Act disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within the Company and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were established.

Controls. (i) The Company, the Bank Company and the Bank’s Subsidiaries have established and maintain a system internal accounting controls sufficient to provide reasonable assurances regarding the reliability of internal control over financial reporting (as defined and the preparation of financial statements for external purposes in Rule 13a-15(f) of accordance with generally accepted accounting principles in the Exchange Act) that pertain United States, including internal accounting controls sufficient to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company’s consolidated financial statements in accordance conformity with GAAPaccounting principles generally accepted in the United States and to maintain accountability for its assets, and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of (C) access to the Company’s other Subsidiaries are being made their assets is permitted only in accordance with authorizations management’s general or specific authorization, and (D) the recorded accountability for their assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (ii) The Company and the Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are (A) designed to ensure that information is accumulated and communicated to management of the Company management and Board of Directorsthe Subsidiaries, including their respective principal executive officers and principal financial officers, as appropriate, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition(B) effective in all material respects to perform the functions for which they were established. (iii) Except as described in the Draft Preliminary Prospectus, use or disposition of assets of since December 31, 2016, (A) the Company on a consolidated basis that could have a material effect on the Financial Statements. The Company believes such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently is not advised of or otherwise become aware of (i1) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to controls that could adversely affect its the ability of the Company or any of the Subsidiaries to record, process, summarize and report financial informationdata, or any material weaknesses in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or Bank’s internal control over financial reporting and the internal control over financial reporting of each other applicable Subsidiary of the Company. The Company (A) has implemented and maintains (as defined in Rule 13a-15(e) of the Exchange Act disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within or any of the Company Subsidiaries and (B) has disclosedthere have been no significant changes in internal controls or in other factors that could significantly adversely affect internal controls, based on its most recent evaluation prior including any corrective actions with regard to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were establishedweaknesses.

Controls. The Company, the Bank Company and the Bank’s each of its Subsidiaries have established and maintain a system systems of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that pertain accounting controls sufficient to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, GAAP and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other Subsidiaries are being made to maintain asset accountability; (iii) access to assets is permitted only in accordance with authorizations of management’s general or specific authorization; and (iv) the Company management recorded accountability for assets is compared with the existing assets at reasonable intervals and Board of Directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company on a consolidated basis that could have a material effect on the Financial Statementsappropriate action is taken with respect to any differences. The Company believes such Company’s internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently Company is not (i) aware of any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record(other than as set forth in the Commission Documents). Since the date of the latest audited financial statements of the Company included in the Commission Documents, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role there has been no change in the Company’s or Bank’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting of each (other applicable Subsidiary of than as set forth in the CompanyCommission Documents). The Company (A) has implemented established disclosure controls and maintains procedures (as defined in Rule 13a-15(e) of the Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company and each of its subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of the Company certifying officers by others within those entities, particularly during the Company period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within ninety (B90) has disclosed, based on its most recent evaluation days prior to the filing date hereofof the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the Evaluation Date, there shall have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses Knowledge, in the design or operation of internal controls over financial reporting which are reasonably likely to adversely other factors that could significantly affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were establishedcontrols.

Controls. The Company, the Bank Company and the Bank’s each of its Subsidiaries have established and maintain a system systems of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that pertain accounting controls sufficient to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provide reasonable assurance that (i) transactions, including receipts and expenditures, are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, GAAP and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other Subsidiaries are being made to maintain asset accountability; (iii) access to assets is permitted only in accordance with authorizations of the Company management management’s general or specific authorization; (iv) its policies and Board of Directors, and procedures provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets the Company’s assets, including the comparison of the Company on a consolidated basis that could have a material effect on recorded accountability for assets with the Financial Statementsexisting assets at reasonable intervals, and appropriate action is taken with respect to any differences and (v) its books and records accurately reflect its assets. The Company believes such Company’s internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently Company is not (i) aware of any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record(other than as set forth in the Commission Documents). Since the date of the latest audited financial statements of the Company included in the Commission Documents, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role there has been no change in the Company’s or Bank’s internal control over financial reporting and that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of each (other applicable Subsidiary of than as set forth in the CompanyCommission Documents). The Company (A) has implemented established disclosure controls and maintains procedures (as defined in Rule 13a-15(eExchange Act Rules 13a-15 and 15d-15) of for the Company designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and designed such disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company and each of its Subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of the Company certifying officers by others within those entities, particularly during the Company period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within ninety (B90) has disclosed, based on its most recent evaluation days prior to the filing date hereofof the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses Knowledge, in the design or operation of internal controls over financial reporting which are reasonably likely to adversely other factors that could significantly affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were establishedcontrols.

Controls. The Company, the Bank Company and the Bank’s each of its Subsidiaries have established and maintain a system systems of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that pertain accounting controls sufficient to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provide reasonable assurance that (i) transactions, including receipts and expenditures, are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, GAAP and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other Subsidiaries are being made to maintain asset accountability; (iii) access to assets is permitted only in accordance with authorizations of the Company management management’s general or specific authorization; (iv) its policies and Board of Directors, and procedures provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets the Company’s assets, including the comparison of the Company on a consolidated basis that could have a material effect on recorded accountability for assets with the Financial Statementsexisting assets at reasonable intervals, and appropriate action is taken with respect to any differences and (v) its books and records accurately reflect its assets. The Company believes such Company’s internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently Company is not (i) aware of any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record(other than as set forth in the Commission Documents). Since the date of the latest audited financial statements of the Company included in the Commission Documents, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role there has been no change in the Company’s or Bank’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting of each (other applicable Subsidiary of than as set forth in the CompanyCommission Documents). The Company (A) has implemented established disclosure controls and maintains procedures (as defined in Rule 13a-15(eExchange Act Rules 13a-15 and 15d-15) of for the Company designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and designed such disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company and each of its Subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of the Company certifying officers by others within those entities, particularly during the Company period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within ninety (B90) has disclosed, based on its most recent evaluation days prior to the filing date hereofof the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses Knowledge, in the design or operation of internal controls over financial reporting which are reasonably likely to adversely other factors that could significantly affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were establishedcontrols.

Controls. The CompanyCompany has established and maintains, on a consolidated basis, disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d15 under the Exchange Act Regulations); such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management of the Company and its subsidiaries, including their respective principal executive officers and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure to be made; and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. Except as otherwise described in the Registration Statement, the Bank Pricing Disclosure Package and the Bank’s Subsidiaries have established and maintain a system of internal control over financial reporting (as defined in Rule 13a-15(f) of Prospectus, since the Exchange Act) that pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions end of the Company’s assets (on a consolidated basis), provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other Subsidiaries are being made only in accordance with authorizations of the Company management and Board of Directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company on a consolidated basis that could have a material effect on the Financial Statements. The Company believes such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed most recent audited fiscal year, to (i) the Company’s knowledge there Company has not been and there currently is not advised of (iA) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to controls that would adversely affect the ability of the Company or any of its ability subsidiaries to record, process, summarize and report financial informationdata, or any material weaknesses in internal controls or (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or Bank’s internal control over financial reporting and the internal control over financial reporting of each other applicable Subsidiary of the Company. The Company (A) has implemented and maintains (as defined in Rule 13a-15(e) of the Exchange Act disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within the Company and each of its subsidiaries, and (Bii) has disclosedthere have been no changes in internal controls or in other factors that materially affected, based on its most recent evaluation prior or are reasonably likely to the date hereofmaterially affect, internal controls, including any corrective actions with regard to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses weaknesses. The Company, the Partnership and their subsidiaries, on a consolidated basis, maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the design United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or operation of internal controls over financial reporting which are reasonably likely specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to adversely affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were establishedany differences.

Controls. The Company, the Bank Company and the Bank’s each of its Subsidiaries have established and maintain a system systems of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that pertain accounting controls sufficient to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provide reasonable assurance that (i) transactions, including receipts and expenditures, are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, GAAP and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other Subsidiaries are being made to maintain asset accountability; (iii) access to assets is permitted only in accordance with authorizations of the Company management management’s general or specific authorization; (iv) its policies and Board of Directors, and procedures provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets the Company’s assets, including the comparison of the Company on a consolidated basis that could have a material effect on recorded accountability for assets with the Financial Statementsexisting assets at reasonable intervals and appropriate action is taken with respect to any differences and (v) its books and records accurately reflect its assets. The Company believes such Company’s internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently Company is not (i) aware of any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record(other than as set forth in the Commission Documents). Since the date of the latest audited financial statements of the Company included in the Commission Documents, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role there has been no change in the Company’s or Bank’s internal control over financial reporting and that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of each (other applicable Subsidiary of than as set forth in the CompanyCommission Documents). The Company (A) has implemented established disclosure controls and maintains procedures (as defined in Rule 13a-15(eExchange Act Rules 13a-15 and 15d-15) of for the Company designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and designed such disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company and each of its Subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of the Company certifying officers by others within those entities, particularly during the Company period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within ninety (B90) has disclosed, based on its most recent evaluation days prior to the filing date hereofof the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company has presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses Knowledge, in the design or operation of internal controls over financial reporting which are reasonably likely to adversely other factors that could significantly affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were establishedcontrols.

Controls. The Company, Except as set forth in Section 3.5 of the Bank Company Disclosure ---------- Schedule: (a) Each of the Company and the Bank’s Company Subsidiaries have established and maintain a system of has internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act and such internal control over financial reporting is effective. Since January 1, 2002, there has been no material change in the internal control over financial reporting of the Exchange Act) Company and the Company Subsidiaries that pertain has materially affected, or is reasonably likely to materially affect, the maintenance of records that accurately and fairly reflect the transactions and dispositions internal control over financial reporting of the Company’s Company and the Company Subsidiaries. Without limiting the generality of the foregoing, each of the Company and the Company Subsidiaries maintains accurate books and records reflecting its assets (on a consolidated basis), and liabilities and maintains proper and adequate internal accounting controls which provide reasonable assurance that (i) transactions are executed with management's authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with GAAP, and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company and to maintain accountability for the Company’s other Subsidiaries are being made 's consolidated assets; (iii) access to the Company's consolidated assets is permitted only in accordance with authorizations management's authorization; (iv) the reporting of the Company management Company's consolidated assets is compared with existing assets at regular intervals; and Board of Directors(v) accounts, notes and other receivables and inventory are recorded accurately, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of proper and adequate procedures are implemented to effect the Company collection thereof on a consolidated basis that could have a material effect on the Financial Statementscurrent and timely basis. The Company believes such has not been notified by its independent auditor that there is any significant deficiency or material weakness in the Company's internal control over financial reporting is reporting. The Company has delivered to Parent complete and accurate copies of any management letter or similar correspondence from any independent auditor since January 1, 2002, of the Company or any of the Company Subsidiaries. (b) The Company maintains disclosure controls and procedures required under the Exchange Act effective to provide reasonable assurance regarding ensure that all material information concerning the reliability of Company and the Company’s financial reporting and Company Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Financial Statements for external purposes in accordance Company's filings with GAAPthe SEC and other public disclosure documents. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently is not (i) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or Bank’s internal control over financial reporting and the internal control over financial reporting of each other applicable Subsidiary of the Company. The Company (A) has implemented and maintains (as defined in Rule 13a-15(eSection 3.5(b) of the Exchange Act Company Disclosure Schedule lists, and the Company ------- has delivered to the Parent copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within the Company and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were establishedreporting.

Controls. The CompanyCompany has established and maintains, on a consolidated basis, disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act Regulations); such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management of the Company and its subsidiaries, including their respective principal executive officers and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure to be made; and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. Except as otherwise described in the Registration Statement, the Bank Pricing Disclosure Package and the Bank’s Subsidiaries have established and maintain a system of internal control over financial reporting (as defined in Rule 13a-15(f) of Prospectus, since the Exchange Act) that pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions end of the Company’s assets (on a consolidated basis), provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other Subsidiaries are being made only in accordance with authorizations of the Company management and Board of Directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company on a consolidated basis that could have a material effect on the Financial Statements. The Company believes such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed most recent audited fiscal year, to (i) the Company’s knowledge there Company has not been and there currently is not advised of (iA) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to controls that would adversely affect the ability of the Company or any of its ability subsidiaries to record, process, summarize and report financial informationdata, or any material weaknesses in internal controls or (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or Bank’s internal control over financial reporting and the internal control over financial reporting of each other applicable Subsidiary of the Company. The Company (A) has implemented and maintains (as defined in Rule 13a-15(e) of the Exchange Act disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within the Company and each of its subsidiaries, and (Bii) has disclosedthere have been no changes in internal controls or in other factors that materially affected, based on its most recent evaluation prior or are reasonably likely to the date hereofmaterially affect, internal controls, including any corrective actions with regard to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses weaknesses. The Company, the Partnership and their subsidiaries, on a consolidated basis, maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the design United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or operation of internal controls over financial reporting which are reasonably likely specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to adversely affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were establishedany differences.

Controls. The Company, the Bank and the Bank’s Subsidiaries have established and maintain a system of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other Subsidiaries are being made only in accordance with authorizations of the Company management and Board of Directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company on a consolidated basis that could have a material effect on the Financial Statementsfinancial statements. The Company believes such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements Company’s financial statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently is not (i) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or Bank’s internal control over financial reporting and the internal control over financial reporting of each other applicable Subsidiary of the Company. The Company (A) has implemented and maintains (as defined in Rule 13a-15(e) of the Exchange Act disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within the Company and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were established.

Controls. The Company, the Bank and the Bank’s Subsidiaries have established and maintain Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act1934 Act Regulations) that pertain to complies with the maintenance requirements of records that accurately the 1934 Act and fairly reflect the transactions and dispositions of has been designed by the Company’s assets (on a consolidated basis)principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with GAAPmanagement’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and, except as disclosed in the Registration Statement, the General Disclosure Package and that Company’s and Bank’s receipts and expenditures and receipts and expenditures the Prospectus, as of each the time of the last evaluation of the Company’s other Subsidiaries are being made only in accordance with authorizations of the Company management and Board of Directorsinternal control over financial reporting, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company on a consolidated basis that could have a material effect on the Financial Statements. The Company believes such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting was effective, and the preparation of the Financial Statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently Company is not (i) aware of any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or Bank’s internal control over financial reporting since such time. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the time of the last evaluation of the Company’s internal control over financial reporting, to the knowledge of the Chief Accounting Officer of the Company, there has been no change in the Company’s internal control over financial reporting of each other applicable Subsidiary of that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company (A) has implemented maintains disclosure controls and maintains procedures (as such term is defined in Rule 13a-15(e) of the Exchange 1934 Act Regulations) that comply with the requirements of the 1934 Act; such disclosure controls and procedures it believes are reasonably have been designed and maintained to ensure that material information relating to the Company and its subsidiaries is made known to the Chief Executive Officer Company’s principal executive officer and the Chief Financial Officer of the Company principal financial officer by others within the Company and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee those entities; as of the Company’s Board time of Directors any significant deficiencies the last evaluation of such disclosure controls and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such procedures, such disclosure controls and procedures are effective for were effective; and since the purposes for which they were establishedtime of such last evaluation, to the knowledge of the Chief Accounting Officer of the Company, there has been no change in the Company’s disclosure controls and procedures that has materially affected, or is reasonably likely to materially affect, the Company’s disclosure controls and procedures.

Controls. The Company, Except as set forth in Section 3.5 of the Bank Company Disclosure Schedule: (a) Each of the Company and the Bank’s Company Subsidiaries have established and maintain a system of has internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act and such internal control over financial reporting is effective. Since January 1, 2002, there has been no material change in the internal control over financial reporting of the Exchange Act) Company and the Company Subsidiaries that pertain has materially affected, or is reasonably likely to materially affect, the maintenance of records that accurately and fairly reflect the transactions and dispositions internal control over financial reporting of the Company’s Company and the Company Subsidiaries. Without limiting the generality of the foregoing, each of the Company and the Company Subsidiaries maintains accurate books and records reflecting its assets (on a consolidated basis), and liabilities and maintains proper and adequate internal accounting controls which provide reasonable assurance that (i) transactions are executed with management's authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with GAAP, and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company and to maintain accountability for the Company’s other Subsidiaries are being made 's consolidated assets; (iii) access to the Company's consolidated assets is permitted only in accordance with authorizations management's authorization; (iv) the reporting of the Company management Company's consolidated assets is compared with existing assets at regular intervals; and Board of Directors(v) accounts, notes and other receivables and inventory are recorded accurately, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of proper and adequate procedures are implemented to effect the Company collection thereof on a consolidated basis that could have a material effect on the Financial Statementscurrent and timely basis. The Company believes such has not been notified by its independent auditor that there is any significant deficiency or material weakness in the Company's internal control over financial reporting is reporting. The Company has delivered to Parent complete and accurate copies of any management letter or similar correspondence from any independent auditor since January 1, 2002, of the Company or any of the Company Subsidiaries. (b) The Company maintains disclosure controls and procedures required under the Exchange Act effective to provide reasonable assurance regarding ensure that all material information concerning the reliability of Company and the Company’s financial reporting and Company Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Financial Statements for external purposes in accordance Company's filings with GAAPthe SEC and other public disclosure documents. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently is not (i) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or Bank’s internal control over financial reporting and the internal control over financial reporting of each other applicable Subsidiary of the Company. The Company (A) has implemented and maintains (as defined in Rule 13a-15(eSection 3.5(b) of the Exchange Act Company Disclosure Schedule lists, and the Company has delivered to the Parent copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within the Company and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were establishedreporting.

Controls. The Company, the Bank Company and the Bank’s each of its Subsidiaries have established and maintain a system systems of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that pertain accounting controls sufficient to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, GAAP and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other Subsidiaries are being made to maintain asset accountability; (iii) access to assets is permitted only in accordance with authorizations of management’s general or specific authorization; and (iv) the Company management recorded accountability for assets is compared with the existing assets at reasonable intervals and Board of Directorsappropriate action is taken with respect to any differences. Except as disclosed in the Commission Documents, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company on a consolidated basis that could have a material effect on the Financial Statements. The Company believes such Company’s internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently Company is not (i) aware of any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to recordreporting. Since the date of the latest audited financial statements of the Company included in the Commission Documents, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role there has been no change in the Company’s or Bank’s internal control over financial reporting and that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of each (other applicable Subsidiary of than as set forth in the CompanyCommission Documents). The Company (A) has implemented established disclosure controls and maintains procedures (as defined in Rule 13a-15(e) of the Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company and each of its Subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of the Company certifying officers by others within those entities, particularly during the Company period in which the Company’s annual report on Form 10-K or quarterly report on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the Company’s disclosure controls and procedures as of a date within ninety (B90) has disclosed, based on its most recent evaluation days prior to the filing date hereofof the Company’s annual report on Form 10-K (such date, the “Evaluation Date”) and, except as disclosed in the Commission Documents, the disclosure controls and procedures are effective. The Company presented in its annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses Knowledge, in the design or operation of internal controls over financial reporting which are reasonably likely to adversely other factors that could significantly affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were establishedcontrols.

Controls. The Company, the Bank and the Bank’s their respective Subsidiaries have established and maintain a system of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of the Company’s other Subsidiaries are being made only in accordance with authorizations of the Company management and Board of Directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company on a consolidated basis that could have a material effect on the Financial Statementsfinancial statements. The Company believes such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements Company’s financial statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year, to the Company’s knowledge there has not been and there currently is not (i) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or Bank’s internal control over financial reporting and the internal control over financial reporting of each other applicable Subsidiary of the Company. The Company (A) has implemented and maintains (as defined in Rule 13a-15(e) of the Exchange Act disclosure controls and procedures it believes are reasonably designed and maintained to ensure that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within the Company and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s internal controls over financial reporting and of which the Company has knowledge. Such disclosure controls and procedures are effective for the purposes for which they were established.