Common use of Financial Reports; Undisclosed Liabilities Clause in Contracts

Financial Reports; Undisclosed Liabilities. (i) The statements of condition of Parent’s predecessor, Centennial Bank Holdings, Inc, a corporation organized under the laws of the State of Colorado (“CBH”), as of December 31, 2003 and December 31, 2002, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules), audited by Fortner, Bayens, Xxxxxxxxx and Co., P.C., and the unaudited statements of condition of Parent, as of September 30, 2004, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules), fairly present in all respects the financial position of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis as of such dates and the results of operations, retained earnings and changes in cash flows, as the case may be, of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis for the periods then ended, all in accordance with GAAP. The books and records of CBH and its Subsidiaries were, and the books and records of Parent and its Subsidiaries are being, maintained in accordance with GAAP or, to the extent inconsistent with GAAP, in accordance with any other applicable legal, regulatory and accounting requirements. (ii) Each of CBH, Parent and their respective Subsidiaries has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2002 with (A) the Federal Reserve Board, the FDIC and the Colorado Division of Banking and (B) any other Regulatory Authority, and all other reports, registrations and statements required to be filed by it since December 31, 2002, including, without limitation, any report, registration or statement required to be filed pursuant to the laws of the United States or the State of Colorado or the State of Delaware and the rules and regulations of the Federal Reserve Board, the FDIC, the Colorado Commissioner of Banking or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were filed. (iii) Since December 31, 2003, neither CBH nor Parent nor any of their respective Subsidiaries has incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those related to environmental and occupational safety and health matters) other than in the ordinary and usual course of business consistent with past practice, except for the acquisition by Parent of CBH, Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000 and the incurrence by Parent of expenses related to this Agreement and the transactions contemplated hereby. (iv) Since December 31, 2003, (A) each of CBH, Parent and their respective Subsidiaries has conducted its business only in, and has not engaged in any transaction other than according to the ordinary and usual course of such business consistent with past practice, and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise) has had or could be reasonably likely to have a Parent Material Adverse Effect or prevent, delay or impair the ability of the Parent to consummate the transactions contemplated by this Agreement, except for the acquisition by Parent of CBH and Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000. (v) Except as set forth on Schedule 5.03(g)(v) of the Parent Disclosure Schedule, since December 31, 2003, there has not been (A) any damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by CBH, Parent or any of their respective Subsidiaries, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of CBH, Parent or any of their respective Subsidiaries (C) any change by Parent and its Subsidiaries in accounting principles, practices, procedures or methods in use by CBH and its Subsidiaries as of December 31, 2003 or (D) any increase in the compensation payable or that could become payable by Parent to directors, officers or employees or any amendment of any Benefit Plans other than increases or amendments in the ordinary and usual course of business consistent with past practice.

Financial Reports; Undisclosed Liabilities. (i) The statements consolidated balance sheet of condition of Parent’s predecessor, Centennial Bank Holdings, Inc, a corporation organized under the laws of the State of Colorado (“CBH”), Placer as of December 31, 2003 and December 31, 2002, and the related consolidated statements of earningsincome, stockholderschanges in shareholders’ equity and comprehensive income and cash flows for each of the period years then ended (including the related notes and schedules), audited by Fortner, Bayens, Xxxxxxxxx and Co., P.C., and the unaudited statements of condition of Parent, as of September 30, 2004, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules)Xxxxx-Xxxxx LLP, fairly present in all material respects the financial position of CBH Placer and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis as of such dates and the results of operations, retained earnings and changes in cash flows, as the case may be, of CBH Placer and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis for the periods then ended, all in accordance with GAAP. The books and records of CBH Placer and its Subsidiaries werehave been, and the books and records of Parent and its Subsidiaries are being, maintained in accordance with GAAP or, to the extent inconsistent with GAAP, in accordance with any other applicable legal, regulatory legal and accounting requirements. (ii) Each of CBH, Parent Placer and their respective its Subsidiaries has have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, Regulatory Filings that it was they were required to file since December 31, 2002 with (A) the Federal Reserve Board, the FDIC and the Colorado Division of Banking and (B) any other Regulatory Authority, 2001 and all other material reports, registrations and statements required to be filed by it them since December 31, 20022001, including, without limitation, any report, registration or statement required to be filed pursuant to the laws of the United States or the State of Colorado or the State of Delaware California and the rules and regulations of the Federal Reserve Board, the FDIC, the Colorado Commissioner of Banking or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were filed. (iii) Since December 31, 2003, neither CBH nor Parent Placer nor any of their respective its Subsidiaries has incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those related to environmental and occupational safety and health matters) other than in the ordinary and usual course of business consistent with past practice, except for the acquisition by Parent of CBH, Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000 and practice (excluding the incurrence by Parent of expenses related to this Agreement and the transactions contemplated hereby). (iv) Since December 31, 2003, (A) each of CBH, Parent Placer and its Subsidiaries have conducted their respective Subsidiaries has conducted its business businesses only in, and has have not engaged in any material transaction other than according to to, the ordinary and usual course of such business consistent with past practice, practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 5.02 or otherwise) has had or could be reasonably likely to have a Parent Placer Material Adverse Effect or prevent, materially delay or materially impair the ability of the Parent Placer or any of its Subsidiaries to consummate the transactions contemplated by this Agreement, except for the acquisition by Parent of CBH and Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000. (v) Except as set forth on Schedule 5.03(g)(v) of the Parent Disclosure Schedule, since Since December 31, 2003, there has not been (A) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by CBH, Parent Placer or any of their respective its Subsidiaries, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of CBH, Parent Placer or any of their respective Subsidiaries its Subsidiaries, (C) any change by Parent and Placer or any of its Subsidiaries in accounting principles, practices, procedures or methods in use by CBH and its Subsidiaries as of December 31, 2003 or (D) any increase in the compensation payable or that could become payable by Parent Placer or any of its Subsidiaries to directors, officers or employees or any amendment of any Benefit Plans other than increases or amendments in the ordinary and usual course of business consistent with past practice. (vi) Placer has no securities that are registered, or are required to be registered, under the Exchange Act.

Financial Reports; Undisclosed Liabilities. (i) The statements of condition of Parent’s predecessor, Centennial Bank Holdings, Inc, a corporation organized under the laws of the State of Colorado (“CBH”), Company as of December 31, 2003 and December 31, 2002, and the related statements of earnings, stockholders’ equity and cash flows for the period years then ended (including the related notes and schedules), audited by FortnerMcGladrey & Xxxxxx, Bayens, Xxxxxxxxx and Co., P.C., and the unaudited statements of condition of Parent, as of September 30, 2004, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules)LLP, fairly present in all respects the financial position of CBH the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis as of such dates and the results of operations, retained earnings and changes in cash flows, as the case may be, of CBH the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis for the periods then ended, all in accordance with GAAP, except as otherwise stated therein. The books and records of CBH and its Subsidiaries wereSince January 1, and 2000, the books and records of Parent the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP or, to the extent inconsistent with GAAP, in accordance with any other applicable legal, regulatory and accounting requirements. (ii) Each of CBH, Parent the Company and their respective its Subsidiaries has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was they were required to file since December 31, 2002 with (A) the Federal Reserve Board, the FDIC Board and the Colorado Division of Banking OCC and (B) any other Regulatory AuthorityAuthority (collectively, the “Regulatory Filings”), and all other reports, registrations and statements required to be filed by it since December 31, 2002, including, without limitation, any report, registration or statement required to be filed pursuant to the laws of the United States or the State of Colorado or the State of Delaware and the rules and regulations of the Federal Reserve Board, the FDIC, the Colorado Commissioner of Banking OCC or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were filed. (iii) Since December 31, 2003, neither CBH nor Parent the Company nor any of their respective its Subsidiaries has incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those related to environmental and occupational safety and health matters) other than in the ordinary and usual course of business consistent with past practice, except for the acquisition by Parent of CBH, Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000 and practice (excluding the incurrence by Parent of expenses related to this Agreement and the transactions contemplated hereby). (iv) Since December 31, 2003, (A) each of CBH, Parent the Company and their respective its Subsidiaries has conducted its business only in, and has not engaged in any transaction other than according to to, the ordinary and usual course of such business consistent with past practice, practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 5.02 or otherwise) has had or could be reasonably likely to have a Parent Company Material Adverse Effect or prevent, delay or impair the ability of the Parent Company to consummate the transactions contemplated by this Agreement, except for the acquisition by Parent of CBH and Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000. (v) Except as set forth on Schedule 5.03(g)(v5.02(g)(v) of the Parent Company Disclosure Schedule, since December 31, 2003, there has not been (A) any damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by CBH, Parent either the Company or any of their respective its Subsidiaries, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of CBHeither the Company or its Subsidiaries, Parent or any of their respective Subsidiaries (C) any change by Parent and either the Company or its Subsidiaries in accounting principles, practices, procedures or methods in use by CBH the Company and its Subsidiaries as of December 31, 2003 or (D) any increase in the compensation payable or that could become payable by Parent the Company to directors, officers or employees or any amendment of any Benefit Plans other than increases or amendments in the ordinary and usual course of business consistent with past practice. (vi) The Company has no securities that are registered, or are required to be registered, under the Exchange Act. As of December 31, 2003, the Company Common Stock was, and as of the date hereof, the Company Common Stock is, held of record by fewer than five hundred (500) persons.

Financial Reports; Undisclosed Liabilities. (i) The statements of condition of Parent’s predecessor, Centennial Bank Holdings, Inc, a corporation organized under the laws balance sheet of the State of Colorado (“CBH”), Company as of December 31, 2003 2001 and December 31, 20022000, and the related statements of earningsincome, stockholders’ equity cash flow and cash flows changes in financial position of the Company for the period three years then ended (including the related notes and schedules)ended, audited by FortnerVavrinek, BayensTrine, Xxxxxxxxx and Day & Co., P.C., and the unaudited statements of condition of Parent, as of September 30, 2004, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules)LLP, fairly present in all respects the financial position of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis the Company as of such dates and the results of operations, retained earnings and changes in cash flows, as the case may be, operations of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis the Company for the periods then ended, all in accordance with GAAPGAAP consistently applied. The call report of the Company as of December 31, 2001 and for the twelve months then ended, fairly present, subject to recurring year-end audit adjustments normal in nature and amount, the financial position of the Company as of such date and the results of the operations of the Company for the period then ended in accordance with GAAP consistently applied. The books and records of CBH and its Subsidiaries werethe Company have been, and the books and records of Parent and its Subsidiaries are being, maintained in accordance with GAAP orGAAP, or to the extent inconsistent with GAAP, in accordance with the laws, rules and regulations of the applicable Regulatory Agency which compel the maintenance of such books and records, and any other applicable legal, regulatory legal and accounting requirements. (ii) Each of CBH, Parent and their respective Subsidiaries The Company has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was they were required to file since December 31, 2002 2000 with (A) the Federal Reserve Board, the FDIC and the Colorado Division of Banking Commissioner and (B) any other Regulatory AuthorityAuthority (collectively, the "Regulatory Filings"), and all other reports, registrations material report and statements required to be filed by it since December 31, 20022000, including, without limitation, any report, registration report or statement required to be filed pursuant to the laws of the United States or the State of Colorado or the State of Delaware California and the rules and regulations of the Federal Reserve Board, the FDIC, the Colorado Commissioner of Banking Commissioner, or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority Agency with which they were filed. (iii) Since December 31, 20032001, neither CBH nor Parent nor any of their respective Subsidiaries the Company has not incurred any obligations or liabilities liability other than in the ordinary course of business consistent with past practice (whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those excluding the incurrence of expenses related to environmental negotiations with potential acquiring parties and occupational safety expenses related to this Agreement and health mattersthe transactions contemplated hereby). (iv) other than Since December 31, 2001, except as set forth in Schedule 4.01(a) to the Disclosure Schedule, (A) the Company has conducted its business in the ordinary and usual course of business consistent with past practice, except for the acquisition by Parent of CBH, Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000 and practice (excluding the incurrence by Parent of expenses related to this Agreement and the transactions contemplated hereby. (iv) Since December 31, 2003, (A) each of CBH, Parent and their respective Subsidiaries has conducted its business only in, and has not engaged in any transaction other than according to the ordinary and usual course of such business consistent with past practice, and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise) ), has had or could be reasonably likely to have a Parent Material Adverse Effect or prevent, delay or impair with respect to the ability of the Parent to consummate the transactions contemplated by this Agreement, except for the acquisition by Parent of CBH and Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000Company. (v) Except as set forth on Schedule 5.03(g)(v) The Company has no securities that are registered under the Securities Exchange Act of the Parent Disclosure Schedule, since December 31, 2003, there has not been (A) any damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by CBH, Parent or any of their respective Subsidiaries, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of CBH, Parent or any of their respective Subsidiaries (C) any change by Parent and its Subsidiaries in accounting principles, practices, procedures or methods in use by CBH and its Subsidiaries as of December 31, 2003 or (D) any increase in the compensation payable or that could become payable by Parent to directors, officers or employees or any amendment of any Benefit Plans other than increases or amendments in the ordinary and usual course of business consistent with past practice1934.

Financial Reports; Undisclosed Liabilities. (i) The statements of condition of Parent’s predecessor, Centennial Bank Holdings, Inc, a corporation organized under the laws consolidated balance sheet of the State of Colorado (“CBH”), Company as of December 31, 2003 and December 31, 20022001, and the related consolidated statements of earningsincome, stockholders’ equity cash flow and cash flows changes in financial position of the Company for the period three years then ended (including the related notes and schedules)ended, audited by FortnerKPMG, Bayens, Xxxxxxxxx and Co., P.C., and the unaudited statements of condition of Parent, as of September 30, 2004, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules)LLP, fairly present in all respects the financial position of CBH the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis as of such dates and the results of operations, retained earnings and changes in cash flows, as the case may be, operations of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis the Company for the periods then ended, all in accordance with GAAPGAAP consistently applied (or in accordance with regulatory accounting principles to the extent different from GAAP and required by a Regulatory Authority to which the Company is subject). The books and records of CBH and its Subsidiaries werethe Company have been, and the books and records of Parent and its Subsidiaries are being, maintained in accordance with GAAP or, to the extent inconsistent with GAAP, in accordance with and any other applicable legal, regulatory legal and accounting requirements. (ii) Each The Company and each Subsidiary of CBH, Parent and their respective Subsidiaries the Company has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was they were required to file since December 31, 2002 2001 with (A) the Federal Reserve BoardFDIC (in the case of any Subsidiary of the Company, the FDIC and the Colorado Division of Banking if applicable) and (B) any other Regulatory AuthorityAuthority (collectively, the "Regulatory Filings") and all other reports, registrations material report and statements required to be filed by it since December 31, 20021999, including, without limitation, any report, registration report or statement required to be filed pursuant to the laws of the United States or the State of Colorado or the State of Delaware and the rules and regulations of the Federal Reserve Board, the FDIC, the Colorado Commissioner of Banking or FDIC and any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority Agency with which they were filed. (iii) Since December 31, 20032001, neither CBH nor Parent nor any of their respective Subsidiaries the Company has not incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those related to environmental and occupational safety and health matters) liability other than in the ordinary and usual course of business consistent with past practice. (iv) Since December 31, except for 2001, (A) the acquisition by Parent of CBH, Parent’s entering into an Agreement Company and Plan of Merger with Guaranty pursuant to which Parent will purchase all each Subsidiary of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000 Company has conducted its business in the ordinary and usual course consistent with past practice (excluding the incurrence by Parent of expenses related to this Agreement and the transactions contemplated hereby. (iv) Since December 31, 2003, (A) each of CBH, Parent and their respective Subsidiaries has conducted its business only in, and has not engaged in any transaction other than according to the ordinary and usual course of such business consistent with past practice, and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise) ), has had or could be reasonably likely to have a Parent Material Adverse Effect or prevent, delay or impair the ability of the Parent to consummate the transactions contemplated by this Agreement, except for the acquisition by Parent of CBH and Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000. (v) Except as set forth on Schedule 5.03(g)(v) of the Parent Disclosure Schedule, since December 31, 2003, there has not been (A) any damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by CBH, Parent or any of their respective Subsidiaries, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of CBH, Parent or any of their respective Subsidiaries (C) any change by Parent and its Subsidiaries in accounting principles, practices, procedures or methods in use by CBH and its Subsidiaries as of December 31, 2003 or (D) any increase in the compensation payable or that could become payable by Parent to directors, officers or employees or any amendment of any Benefit Plans other than increases or amendments in the ordinary and usual course of business consistent with past practiceCompany.

Financial Reports; Undisclosed Liabilities. (i) The statements consolidated balance sheet of condition of Parent’s predecessor, Centennial Bank Holdings, Inc, a corporation organized under the laws of the State of Colorado (“CBH”), UNB as of December 31, 2003 and December 31, 2002, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules), audited by Fortner, Bayens, Xxxxxxxxx and Co., P.C., and the unaudited statements of condition of Parent, as of September 30, 2004, and the related consolidated statements of earningsincome, stockholders’ equity cash flow and cash flows changes in financial position of UNB for the period three years then ended (including the related notes and schedules)ended, audited by Deloitte & Touche LLP, fairly present in all respects the financial position of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis UNB as of such dates and the results of operations, retained earnings and changes in cash flows, as the case may be, operations of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis UNB for the periods then ended, all in accordance with GAAPGAAP consistently applied (or in accordance with regulatory accounting principles to the extent different from GAAP and required by a Regulatory Authority to which UNB is subject). The books and records of CBH and its Subsidiaries wereUNB have been, and the books and records of Parent and its Subsidiaries are being, maintained in accordance with GAAP or, to the extent inconsistent with GAAP, in accordance with and any other applicable legal, regulatory legal and accounting requirements. (ii) Each of CBH, Parent and their respective Subsidiaries UNB has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file be filed since December 31, 2002 with any Regulatory Authority (A) the Federal Reserve Boardcollectively, the FDIC and the Colorado Division of Banking and (B“Regulatory Filings”) any other Regulatory Authority, and all other reports, registrations material reports and statements required to be filed by it since December 31, 2002, including, without limitation, any report, registration report or statement required to be filed pursuant to the laws of the United States or the State of Colorado or the State of Delaware and the rules and regulations of the Federal Reserve Board, the FDIC, the Colorado Commissioner of Banking or FDIC and any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority Agency with which they were filed. (iii) Since December 31, 20032004, neither CBH nor Parent nor any of their respective Subsidiaries UNB has not incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those related to environmental and occupational safety and health matters) liability other than in the ordinary course of business consistent with past practice or as otherwise contemplated by this Agreement. (iv) Since December 31, 2004, (A) UNB has conducted its business in the ordinary and usual course of business consistent with past practice, except for the acquisition by Parent of CBH, Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000 and practice (excluding the incurrence by Parent of expenses related to this Agreement and the transactions contemplated hereby. (iv) Since December 31, 2003, (A) each of CBH, Parent and their respective Subsidiaries has conducted its business only in, and has not engaged in any transaction other than according to the ordinary and usual course of such business consistent with past practice, and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise) ), has had or could be reasonably likely to have a Parent Material Adverse Effect or prevent, delay or impair the ability of the Parent to consummate the transactions contemplated by this Agreement, except for the acquisition by Parent of CBH and Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000. (v) Except as set forth on Schedule 5.03(g)(v) of the Parent Disclosure Schedule, since December 31, 2003, there has not been (A) any damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by CBH, Parent or any of their respective Subsidiaries, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of CBH, Parent or any of their respective Subsidiaries (C) any change by Parent and its Subsidiaries in accounting principles, practices, procedures or methods in use by CBH and its Subsidiaries as of December 31, 2003 or (D) any increase in the compensation payable or that could become payable by Parent to directors, officers or employees or any amendment of any Benefit Plans other than increases or amendments in the ordinary and usual course of business consistent with past practiceUNB.

Financial Reports; Undisclosed Liabilities. (i) The statements consolidated balance sheets of condition of Parent’s predecessor, Centennial Bank Holdings, Inc, a corporation organized under the laws of the State of Colorado (“CBH”), RLBI as of December 31, 2003 2002 and December 31, 20022001, and the related statements of earningsincome, stockholders’ equity and cash flows and changes in shareholders' equity of RLBI for the period two years then ended (including the related notes and schedules)ended, audited by Fortner, Bayens, Xxxxxxxxx Crowe Chizek and Co., P.C.Company LLP, and the unaudited financial statements of condition of Parent, as of September xxx txx xxx (6) months ended June 30, 2004, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules)2003, fairly present in all respects the consolidated financial position of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis RLBI as of such dates and the consolidated results of operations, retained earnings and changes in cash flows, as the case may be, operations of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis RLBI for the periods then ended, all in accordance with GAAPGAAP (except, in the case of the unaudited financial statements, for the absence of footnotes and for normal and recurring year-end adjustments which are not material). Such financial statements are attached hereto as Section 5.02(g)(i) of the Disclosure Schedule. The call report of the Bank as of December 31, 2002 is true and correct in all material respects. The call report of the Bank as described above is attached hereto as Section 5.2(g)(i) of the Disclosure Schedule. The books and records of CBH and its Subsidiaries wereRLBI have been, and the books and records of Parent and its Subsidiaries are being, maintained in accordance with GAAP orGAAP, or to the extent inconsistent with GAAP, in accordance with the laws, rules and regulations of the applicable Regulatory Authority which compel the maintenance of such books and records, and any other applicable legal, regulatory legal and accounting requirements. (ii) Each of CBHRLBI and the Bank have, Parent and their respective Subsidiaries has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was they were required to file since December 31, 2002 2000 with (A) the Federal Reserve Board, the FDIC and the Colorado Division of Banking Illinois Commissioner and (B) any other Regulatory AuthorityAuthority (collectively, the "Regulatory Filings"), and all other reports, registrations material report and statements required to be filed by it since December 31, 20022000, including, without limitation, any report, registration report or statement required to be filed pursuant to the laws of the United States or the State of Colorado or the State of Delaware Illinois and the rules and regulations of the Federal Reserve Board, the FDIC, the Colorado Commissioner of Banking Illinois Commissioner, or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were filed. (iii) Since December 31, 20032002, neither CBH nor Parent nor any of their respective Subsidiaries has RLBI and the Bank have not incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those related to environmental and occupational safety and health matters) liability other than in the ordinary and usual course of business consistent with past practice, except for the acquisition by Parent of CBH, Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000 and practice (excluding the incurrence by Parent of expenses related to negotiations with potential acquiring parties and expenses related to this Agreement and the transactions contemplated hereby). (iv) Since December 31, 20032002, except as set forth in Section 4.01(a) to the Disclosure Schedule, (A) each of CBH, Parent RLBI and the Bank have conducted their respective Subsidiaries has conducted its business only in, and has not engaged in any transaction other than according to the ordinary and usual course of such business consistent with past practice, practice (excluding the incurrence of expenses related to negotiations with potential acquiring parties and expenses related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 5.02 or otherwise) ), has had had, or to RLBI's Knowledge could be reasonably likely to have have, a Parent Material Adverse Effect with respect to RLBI or prevent, delay or impair the ability of the Parent to consummate the transactions contemplated by this Agreement, except for the acquisition by Parent of CBH and Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000Bank. (v) Except as set forth on Schedule 5.03(g)(v) Neither RLBI nor the Bank have any securities that are registered under the Securities Exchange Act of the Parent Disclosure Schedule, since December 31, 2003, there has not been (A) any damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by CBH, Parent or any of their respective Subsidiaries, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of CBH, Parent or any of their respective Subsidiaries (C) any change by Parent and its Subsidiaries in accounting principles, practices, procedures or methods in use by CBH and its Subsidiaries as of December 31, 2003 or (D) any increase in the compensation payable or that could become payable by Parent to directors, officers or employees or any amendment of any Benefit Plans other than increases or amendments in the ordinary and usual course of business consistent with past practice1934.

Financial Reports; Undisclosed Liabilities. (i) The statements CB and Bank Call Reports and other periodic filings with the Federal Reserve of condition of Parent’s predecessor, Centennial Bank Holdings, Inc, a corporation organized under financial information (the laws of the State of Colorado (“CBHFinancial Statements”), as of December 31, 2003 and December 31, 2002, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules), audited by Fortner, Bayens, Xxxxxxxxx and Co., P.C., and the unaudited statements of condition of Parent, as of September 30, 2004, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules), fairly present in all material respects the financial position of CBH CB and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis the Bank as of such dates and the results of operations, retained earnings and changes in cash flows, as the case may be, of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis for the periods then ended, all in accordance with GAAPfiling dates. The books and records of CBH CB and its Subsidiaries werethe Bank have been, and the books and records of Parent and its Subsidiaries are being, maintained in accordance with GAAP orand RAP, to the extent inconsistent with GAAP, in accordance with any other applicable legal, regulatory and accounting requirementsas applicable. (ii) Each of CBH, Parent CB and their respective Subsidiaries the Bank has or will timely filed file all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was they are required to file since December 31, 2002 with (A) the Federal Reserve Board, the FDIC Board and the Colorado Wyoming Division of Banking Banking, as the case may be, and (B) any other Regulatory AuthorityAuthority (collectively, the “Regulatory Filings”), and all other material reports, registrations and statements required to be filed by it since December 31, 20022021, including, without limitation, any report, registration or statement required to be filed pursuant to the laws of the United States or the State of Colorado or the State of Delaware Wyoming and the rules and regulations of the Federal Reserve Board, the FDIC, the Colorado Commissioner Wyoming Division of Banking or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were filed. (iii) Since To their knowledge, except as set forth in Section 5.02 of the Disclosure Schedule, since December 31, 20032020, neither CBH nor Parent nor any of their respective Subsidiaries has CB and the Bank have not incurred any obligations or liabilities of any kind or nature (whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those related to environmental and occupational safety and health matters) other than in the ordinary and usual course of business consistent with past practice, except for the acquisition by Parent of CBH, Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000 and the incurrence by Parent of expenses related to this Agreement and the transactions contemplated hereby. (iv) Since December 31, 20032020, (A) each of CBH, Parent CB and their respective Subsidiaries has the Bank have conducted its business only in, and has have not engaged in any material transaction other than according to to, the ordinary and usual course of such business consistent with past practice, practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 5.02 or otherwise) has had or could be reasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of CB and the Parent Bank to consummate the transactions contemplated by this Agreement, except for the acquisition by Parent of CBH and Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000. (v) Except as set forth on Schedule 5.03(g)(v) of the Parent Disclosure Schedule, since Since December 31, 20032020, there has not been (A) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by CBH, Parent CB or any of their respective Subsidiariesthe Bank, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of CBHCB or the Bank, Parent or any of their respective Subsidiaries (C) any change by Parent and its Subsidiaries CB or the Bank in accounting principles, practices, procedures or methods in use by CBH and its Subsidiaries as of December 31, 2003 or (D) any increase in the compensation payable or that could become payable by Parent to directors, officers or employees or any amendment of any Benefit Plans other than increases or amendments in the ordinary and usual course of business consistent with past practicemethods.

Financial Reports; Undisclosed Liabilities. (i) The statements consolidated balance sheet of condition of Parent’s predecessor, Centennial Bank Holdings, Inc, a corporation organized under the laws of the State of Colorado (“CBH”), SB as of December 31, 2003 and December 31, 2002, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules), audited by Fortner, Bayens, Xxxxxxxxx and Co., P.C., and the unaudited statements of condition of Parent, as of September 30, 2004, and the related consolidated statements of earningsincome, stockholders’ equity cash flow and cash flows changes in financial position of SB for the three years then ended, audited by Deloitte & Touche, and the consolidated balance sheet of SB as of September 30, 2005, and the related consolidated statements of income, cash flow and changes in financial position of SB for the nine month period then ended (including the related notes and schedules)ended, fairly present in all respects the financial position of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis SB as of such dates and the results of operations, retained earnings and changes in cash flows, as the case may be, operations of CBH and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis SB for the periods then ended, all in accordance with GAAPGAAP consistently applied (or in accordance with regulatory accounting principles to the extent different from GAAP and required by a Regulatory Authority to which SB is subject). The books and records of CBH and its Subsidiaries wereSB have been, and the books and records of Parent and its Subsidiaries are being, maintained in accordance with GAAP or, to the extent inconsistent with GAAP, in accordance with and any other applicable legal, regulatory legal and accounting requirements. (ii) Each of CBH, Parent and their respective Subsidiaries SB has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file be filed since December 31, 2002 with any Regulatory Authority (A) the Federal Reserve Boardcollectively, the FDIC and the Colorado Division of Banking and (B“Regulatory Filings”) any other Regulatory Authority, and all other reports, registrations material reports and statements required to be filed by it since December 31, 2002, including, without limitation, any report, registration report or statement required to be filed pursuant to the laws of the United States or the State of Colorado or the State of Delaware and the rules and regulations of the Federal Reserve Board, the FDIC, the Colorado Commissioner of Banking or OTS and any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority Agency with which they were filed. (iii) Since December 31, 20032004, neither CBH nor Parent nor any of their respective Subsidiaries SB has not incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those related to environmental and occupational safety and health matters) liability other than in the ordinary course of business consistent with past practice or as otherwise contemplated by this Agreement. (iv) Since December 31, 2004, (A) SB has conducted its business in the ordinary and usual course of business consistent with past practice, except for the acquisition by Parent of CBH, Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000 and practice (excluding the incurrence by Parent of expenses related to this Agreement and the transactions contemplated hereby. (iv) Since December 31, 2003, (A) each of CBH, Parent and their respective Subsidiaries has conducted its business only in, and has not engaged in any transaction other than according to the ordinary and usual course of such business consistent with past practice, and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise) ), has had or could be reasonably likely to have a Parent Material Adverse Effect or prevent, delay or impair the ability of the Parent to consummate the transactions contemplated by this Agreement, except for the acquisition by Parent of CBH and Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000. (v) Except as set forth on Schedule 5.03(g)(v) of the Parent Disclosure Schedule, since December 31, 2003, there has not been (A) any damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by CBH, Parent or any of their respective Subsidiaries, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of CBH, Parent or any of their respective Subsidiaries (C) any change by Parent and its Subsidiaries in accounting principles, practices, procedures or methods in use by CBH and its Subsidiaries as of December 31, 2003 or (D) any increase in the compensation payable or that could become payable by Parent to directors, officers or employees or any amendment of any Benefit Plans other than increases or amendments in the ordinary and usual course of business consistent with past practiceSB.

Financial Reports; Undisclosed Liabilities. (i) The statements of condition of Parent’s predecessor, Centennial Bank Holdings, Inc, a corporation organized under the laws consolidated balance sheet of the State of Colorado (“CBH”), Company as of December 31, 2003 and December 31, 2002, and the related consolidated statements of earningsincome, stockholderschanges in shareholders’ equity and comprehensive income and cash flows for each of the period years then ended (including the related notes and schedules), audited by Fortner, Bayens, Xxxxxxxxx and Co., P.C., and the unaudited statements of condition of Parent, as of September 30, 2004, and the related statements of earnings, stockholders’ equity and cash flows for the period then ended (including the related notes and schedules)KPMG LLP, fairly present in all material respects the financial position of CBH the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis as of such dates and the results of operations, retained earnings and changes in cash flows, as the case may be, of CBH the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis for the periods then ended, all in accordance with GAAP. The books and records of CBH the Company and its Subsidiaries werehave been, and the books and records of Parent and its Subsidiaries are being, maintained in accordance with GAAP or, to the extent inconsistent with GAAP, in accordance with any other applicable legal, regulatory legal and accounting requirements. (ii) Each of CBH, Parent The Company and their respective its Subsidiaries has have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was they were required to file since December 31, 2002 2001 with (A) the Federal Reserve Board, the FDIC and the Colorado Division Department of Banking Financial Institutions and (B) any other Regulatory AuthorityAuthority (collectively, the “Regulatory Filings”), and all other material reports, registrations and statements required to be filed by it them since December 31, 20022001, including, without limitation, any report, registration or statement required to be filed pursuant to the laws of the United States or the State of Colorado or the State of Delaware California and the rules and regulations of the Federal Reserve Board, the FDIC, the Colorado Commissioner of Banking or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were filed. (iii) Since December 31, 2003, neither CBH nor Parent the Company nor any of their respective its Subsidiaries has incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those related to environmental and occupational safety and health matters) other than in the ordinary and usual course of business consistent with past practice, except for the acquisition by Parent of CBH, Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000 and practice (excluding the incurrence by Parent of expenses related to this Agreement and the transactions contemplated hereby). (iv) Since December 31, 2003, (A) each of CBH, Parent the Company and its Subsidiaries have conducted their respective Subsidiaries has conducted its business businesses only in, and has have not engaged in any material transaction other than according to to, the ordinary and usual course of such business consistent with past practice, practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 5.02 or otherwise) has had or could be reasonably likely to have a Parent Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Parent Company or any of its Subsidiaries to consummate the transactions contemplated by this Agreement, except for the acquisition by Parent of CBH and Parent’s entering into an Agreement and Plan of Merger with Guaranty pursuant to which Parent will purchase all of the outstanding common stock of Guaranty on a fully diluted basis for $365,000,000. (v) Except as set forth on Schedule 5.03(g)(v) of the Parent Disclosure Schedule, since Since December 31, 2003, there has not been (A) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by CBH, Parent the Company or any of their respective its Subsidiaries, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of CBH, Parent the Company or any of their respective Subsidiaries its Subsidiaries, (C) any change by Parent and the Company or any of its Subsidiaries in accounting principles, practices, procedures or methods in use by CBH and its Subsidiaries as of December 31, 2003 or (D) any increase in the compensation payable or that could become payable by Parent the Company or any of its Subsidiaries to directors, officers or employees or any amendment of any Benefit Plans other than increases or amendments in the ordinary and usual course of business consistent with past practice. (vi) The Company has no securities that are registered, or are required to be registered, under the Exchange Act.