Common use of Financial Statements and Internal Controls Clause in Contracts

Financial Statements and Internal Controls. (a) The audited consolidated balance sheets (including related notes and schedules, if any) of TIG and its Subsidiaries as of December 31, 2018 and 2017 and the related consolidated statements of comprehensive operations, stockholders’ equity, and cash flows (including related notes and schedules, if any) of TIG and its Subsidiaries for each of the two years then ended, and the unaudited consolidated balance sheet, statement of operations and trial balance (including related notes and schedules, if any) of TIG and its Subsidiaries for the three month period ended March 31, 2019 (collectively, the “TIG Financial Statements”) have been previously made available to BayCom. The TIG Financial Statements fairly present the consolidated financial position and results of operations of TIG and its Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP consistently applied during the periods involved, except as indicated in the TIG Financial Statements or notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments (which will not be material individually or in the aggregate) and the absence of footnotes. The financial and accounting books and records of TIG and its Subsidiaries have been maintained in all material respects in accordance with GAAP and all other applicable legal and accounting requirements, reflect only actual transactions, and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Fortner, Bayens, Lxxxxxxxx & Gxxxxxxx, P.C. has not resigned (or informed TIG that it intends to resign) or been dismissed as independent public accountants of TIG as a result of or in connection with any disagreements with TIG on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) The call reports of FSB and accompanying schedules, as filed (or to be filed) with the FDIC, for each calendar quarter beginning with the quarter ended March 31, 2017 through the Closing Date (the “FSB Call Reports”) have been (or will be) prepared in accordance with regulatory requirements including applicable regulatory accounting principles and practices through the periods covered by such reports. (c) TIG on a consolidated basis has no liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for liabilities, obligations and loss contingencies which (i) are fully reflected or reserved against on the most recent balance sheet included in the TIG Financial Statements (including any notes thereto), (ii) were incurred in the ordinary course business consistent with past practices since the date of the most recent balance sheet included in the TIG Financials Statements, or (iii) were incurred in connection with the Merger. None of TIG or any of its Subsidiaries is a party to any “off balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K of the SEC. (d) The allowance for loan loss account of FSB as reflected in the FSB Call Report for the quarter ended March 31, 2019, was as of such date, and the amount thereof contained in the financial books and records of FSB as of the last day of the month immediately preceding the Closing Date will be as of such future date, in compliance with FSB’s existing methodology for determining the adequacy of its allowance for loan and lease losses as well as GAAP and applicable regulatory guidelines. (e) The records, systems, controls, data and information of TIG and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TIG or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on TIG’s (or any TIG Subsidiary’s) system of internal accounting controls. TIG has implemented and maintains a system of internal accounting controls effective to provide reasonable assurances that (i) transactions are executed in accordance with management’s general and specific authorizations, and (ii) transactions are recorded in accordance with GAAP consistently applied and with applicable law. (f) Since January 1, 2016, (i) neither TIG nor any of its Subsidiaries, nor to the knowledge of TIG, any director, officer, employee, auditor, accountant or any representative of TIG or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write downs, charge offs and accruals) of TIG or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that TIG or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing TIG or any of its Subsidiaries, or any other person, whether or not employed by TIG or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or violation of banking or other laws by TIG or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors of TIG or any of its Subsidiaries, or any committee thereof.

Financial Statements and Internal Controls. (a) The audited consolidated balance sheets (including related notes and schedules, if any) of TIG Universal and its Subsidiaries as of December 31June 30, 2018 2016 and 2017 2015 and the related consolidated statements of income, comprehensive operationsincome, stockholders’ changes in shareholders' equity, and cash flows (including related notes and schedules, if any) of TIG Universal and its Subsidiaries for each of the two years then ended, and the unaudited consolidated balance sheet, statement of operations income, changes in shareholders' equity and trial balance cash flows (including related notes and schedules, if any) of TIG Universal and its Subsidiaries for the three nine month period ended March 31, 2019 2017 (collectively, the “TIG "Universal Financial Statements”") have been previously made available to BayComMutualFirst. The TIG Universal Financial Statements fairly present the consolidated financial position and results of operations of TIG Universal and its Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP consistently applied during the periods involved, except as indicated in the TIG Universal Financial Statements or notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments (which will not be material individually or in the aggregate) and the absence of lack footnotes. The financial and accounting books and records of TIG Universal and its Subsidiaries have been maintained in all material respects in accordance with GAAP and all other applicable legal and accounting requirements, reflect only actual transactions, and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Fortner, Bayens, Lxxxxxxxx & Gxxxxxxx, P.C. Xxxxx Xxxxxxx LLP has not resigned (or informed TIG Universal that it intends to resign) or been dismissed as independent public accountants of TIG Universal as a result of or in connection with any disagreements with TIG Universal on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) The call reports of FSB BloomBank and accompanying schedules, as filed (or to be filed) with the FDIC, for each calendar quarter beginning with the quarter ended March 31, 2017 2015 through the Closing Date (the “FSB "BloomBank Call Reports”") have been (or will be) prepared in accordance with regulatory requirements including applicable regulatory accounting principles and practices through the periods covered by such reports. (c) TIG As of the date of the most recent balance sheet included in the Universal Financial Statements, Universal on a consolidated basis has had no liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for liabilities, obligations and loss contingencies GAAP which (i) are not fully reflected or reserved against on the most recent balance sheet included in the TIG Universal Financial Statements (including any notes thereto), (ii) were incurred in the ordinary course business consistent with past practices since the date of the most recent balance sheet included in the TIG Financials Statements, or (iii) were incurred in connection with the Merger. None of TIG or any of its Subsidiaries is a party to any “off balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K of the SEC. (d) The allowance for loan loss account of FSB BloomBank as reflected in the FSB BloomBank Call Report for the quarter ended March 31June 30, 20192017, was as of such date, and the amount thereof contained in the financial books and records of FSB BloomBank as of the last day of the month immediately preceding the Closing Date will be as of such future date, in compliance with FSB’s BloomBank's existing methodology for determining the adequacy of its allowance for loan and lease losses as well as GAAP and applicable regulatory guidelines. (e) The records, systems, controls, data and information of TIG Universal and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TIG Universal or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on TIG’s Universal's (or any TIG Universal Subsidiary’s's) system of internal accounting controls. TIG has implemented and maintains a system of internal accounting controls effective to provide reasonable assurances that (i) transactions are executed in accordance with management’s general and specific authorizations, and (ii) transactions are recorded in accordance with GAAP consistently applied and with applicable law. (f) Since January 1, 20162014, (i) neither TIG Universal nor any of its Subsidiaries, nor to the knowledge of TIGUniversal, any director, officer, employee, auditor, accountant or any representative of TIG Universal or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write downs, charge offs and accruals) of TIG Universal or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that TIG Universal or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing TIG Universal or any of its Subsidiaries, or any other person, whether or not employed by TIG Universal or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or violation of banking or other laws by TIG Universal or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors of TIG Universal or any of its Subsidiaries, or any committee thereof.

Financial Statements and Internal Controls. (a) The audited consolidated balance sheets (including related notes and schedules, if any) of TIG PEB and its Subsidiaries as of December 31, 2018 2020 and 2017 2019 and the related consolidated statements of earnings, comprehensive operationsincome, stockholderschanges in shareholders’ equity, and cash flows (including related notes and schedules, if any) of TIG PEB and its Subsidiaries for each of the two years then ended, and the unaudited consolidated balance sheet, statement of operations earnings, comprehensive income, changes in shareholders’ equity, and trial balance cash flows (including related notes and schedules, if any) of TIG PEB and its Subsidiaries for the three six month period ended March 31June 30, 2019 2021 (collectively, the “TIG PEB Financial Statements”) have been previously made available to BayCom. The TIG PEB Financial Statements fairly present the consolidated financial position and results of operations of TIG PEB and its Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP consistently applied during the periods involved, except as indicated in the TIG PEB Financial Statements or notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments (which will not be material individually or in the aggregate) and the absence of footnotes. The financial and accounting books and records of TIG PEB and its Subsidiaries have been maintained in all material respects in accordance with GAAP and all other applicable legal and accounting requirements, reflect only actual transactions, and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Fortner, Bayens, Lxxxxxxxx & Gxxxxxxx, P.C. Xxxx Xxxxxx LLP has not resigned (or informed TIG PEB that it intends to resign) or been dismissed as independent public accountants of TIG PEB as a result of or in connection with any disagreements with TIG PEB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) The call reports of FSB PEB Bank and accompanying schedules, as filed (or to be filed) with the FDIC, for each calendar quarter beginning with the quarter ended March 31, 2017 2019 through the Closing Date (the “FSB PEB Bank Call Reports”) have been (or will be) prepared in accordance with regulatory requirements including applicable regulatory accounting principles and practices through the periods covered by such reports. (c) TIG PEB on a consolidated basis has no liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for liabilities, obligations and loss contingencies which (i) are fully reflected or reserved against on the most recent balance sheet included in the TIG PEB Financial Statements (including any notes thereto), (ii) were incurred in the ordinary course business consistent with past practices since the date of the most recent balance sheet included in the TIG PEB Financials Statements, or (iii) were incurred in connection with the Merger. None of TIG or Neither PEB nor any of its Subsidiaries is a party to has any “off balance sheet arrangementsexposures” as defined in Item 303(a)(4) of Regulation Srequired to be reported on Form FR Y-9C, including Schedule HC-K of the SECR thereto. (d) The allowance for loan loss account of FSB PEB Bank as reflected in the FSB PEB Bank Call Report for the quarter ended March 31June 30, 20192021, was as of such date, and the amount thereof contained in the financial books and records of FSB PEB Bank as of the last day of the month immediately preceding the Closing Date will be as of such future date, in compliance with FSBPEB Bank’s existing methodology for determining the adequacy of its allowance for loan and lease losses as well as GAAP and applicable regulatory guidelines. (e) The records, systems, controls, data and information of TIG PEB and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TIG PEB or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on TIGPEB’s (or any TIG PEB Subsidiary’s) system of internal accounting controls. TIG PEB has implemented and maintains a system of internal accounting controls effective to provide reasonable assurances that (i) transactions are executed in accordance with management’s general and specific authorizations, and (ii) transactions are recorded in accordance with GAAP consistently applied and with applicable law. (f) Since January 1, 20162019, (i) neither TIG PEB nor any of its Subsidiaries, nor to the knowledge of TIGPEB, any director, officer, employee, auditor, accountant or any representative of TIG PEB or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write downs, charge offs and accruals) of TIG PEB or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that TIG PEB or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing TIG PEB or any of its Subsidiaries, or any other person, whether or not employed by TIG PEB or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or violation of banking or other laws by TIG PEB or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors of TIG PEB or any of its Subsidiaries, or any committee thereof.

Financial Statements and Internal Controls. (a) The audited consolidated balance sheets (including related notes and schedules, if any) of TIG Uniti and its Subsidiaries as of December 31, 2018 2017 and 2017 2016 and the related consolidated statements of income, comprehensive operationsincome, stockholderschanges in shareholders’ equity, and cash flows (including related notes and schedules, if any) of TIG Uniti and its Subsidiaries for each of the two years then ended, and the unaudited consolidated balance sheet, statement of operations income and trial balance (including related notes and schedules, if any) of TIG Uniti and its Subsidiaries for the three nine month period ended March 31September 30, 2019 2018 (collectively, the “TIG Uniti Financial Statements”) have been previously made available to BayCom. The TIG Uniti Financial Statements fairly present the consolidated financial position and results of operations of TIG Uniti and its Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP consistently applied during the periods involved, except as indicated in the TIG Uniti Financial Statements or notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments (which will not be material individually or in the aggregate) and the absence of footnotes. The financial and accounting books and records of TIG Uniti and its Subsidiaries have been maintained in all material respects in accordance with GAAP and all other applicable legal and accounting requirements, reflect only actual transactions, and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. FortnerVavrinek, BayensTrine, Lxxxxxxxx Day & Gxxxxxxx, P.C. Co. LLP has not resigned (or informed TIG Uniti that it intends to resign) or been dismissed as independent public accountants of TIG Uniti as a result of or in connection with any disagreements with TIG Uniti on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) The call reports of FSB Uniti Bank and accompanying schedules, as filed (or to be filed) with the FDIC, for each calendar quarter beginning with the quarter ended March 31, 2017 2016 through the Closing Date (the “FSB Uniti Bank Call Reports”) have been (or will be) prepared in accordance with regulatory requirements including applicable regulatory accounting principles and practices through the periods covered by such reports. (c) TIG Uniti on a consolidated basis has no liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for liabilities, obligations and loss contingencies which (i) are fully reflected or reserved against on the most recent balance sheet included in the TIG Uniti Financial Statements (including any notes thereto), (ii) were incurred in the ordinary course business consistent with past practices since the date of the most recent balance sheet included in the TIG Uniti Financials Statements, or (iii) were incurred in connection with the Merger. None of TIG Uniti or any of its Subsidiaries is a party to any “off balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K of the SEC. (d) The allowance for loan loss account of FSB Uniti Bank as reflected in the FSB Uniti Bank Call Report for the quarter ended March 31September 30, 20192018, was as of such date, and the amount thereof contained in the financial books and records of FSB Uniti Bank as of the last day of the month immediately preceding the Closing Date will be as of such future date, in compliance with FSBUniti Bank’s existing methodology for determining the adequacy of its allowance for loan and lease losses as well as GAAP and applicable regulatory guidelines. (e) The records, systems, controls, data and information of TIG Uniti and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TIG Uniti or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on TIGUniti’s (or any TIG Uniti Subsidiary’s) system of internal accounting controls. TIG Uniti has implemented and maintains a system of internal accounting controls effective to provide reasonable assurances that (i) transactions are executed in accordance with management’s general and specific authorizations, and (ii) transactions are recorded in accordance with GAAP consistently applied and with applicable law. (f) Since January 1, 2016, (i) neither TIG Uniti nor any of its Subsidiaries, nor to the knowledge of TIGUniti, any director, officer, employee, auditor, accountant or any representative of TIG Uniti or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write downs, charge offs and accruals) of TIG Uniti or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that TIG Uniti or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing TIG Uniti or any of its Subsidiaries, or any other person, whether or not employed by TIG Uniti or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or violation of banking or other laws by TIG Uniti or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors of TIG Uniti or any of its Subsidiaries, or any committee thereof.

Financial Statements and Internal Controls. (a) The Attached as Schedule 3.5 are true and complete copies of: (i) the audited consolidated balance sheets Balance Sheet and the related audited Statements of Operations and Cash Flows for the twelve (including related notes and schedules, if any12) of TIG and its Subsidiaries as of months ended December 31, 2018 and 2017 2004; and (ii) the unaudited balance sheet of Seller as of February 28, 2005 and the related unaudited consolidated statements of comprehensive operations, stockholders’ equity, income and cash flows (including related notes and schedules, if any) of TIG and its Subsidiaries Seller for each of the two years then endedmonths ended February 28, 2005 ((i) and the unaudited consolidated balance sheet(ii), statement of operations and trial balance (including related notes and schedules, if any) of TIG and its Subsidiaries for the three month period ended March 31, 2019 (collectively, the “TIG Financial Statements”). (b) have been previously made available to BayCom. The TIG Each of the consolidated balance sheets included in the Financial Statements fairly presents in all material respects the consolidated financial position of Seller as of its date, and the other statements included in the Financial Statements fairly present in all material respects the consolidated financial position and results of operations and cash flows, as the case may be, of TIG and its Subsidiaries on a consolidated basis as of and Seller for the respective periods ending on the dates thereoftherein set forth, in each case in accordance with GAAP consistently applied during the periods involvedinvolved and, except as indicated in the TIG Financial Statements or notes thereto otherwise stated therein and, in with respect to the case of unaudited interim financial statements, subject for the omission of footnote disclosures and, to normal the extent consistent with GAAP, normally recurring year-end adjustments (which will not be material individually or in the aggregate) and the absence of footnotes. The financial and accounting books and records of TIG and its Subsidiaries have been maintained in all material respects in accordance with GAAP and all other applicable legal and accounting requirements, reflect only actual transactions, and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Fortner, Bayens, Lxxxxxxxx & Gxxxxxxx, P.C. has not resigned (or informed TIG that it intends to resign) or been dismissed as independent public accountants of TIG as a result of or in connection with any disagreements with TIG on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) The call reports of FSB and accompanying schedules, as filed (or to be filed) with the FDIC, for each calendar quarter beginning with the quarter ended March 31, 2017 through the Closing Date (the “FSB Call Reports”) have been (or will be) prepared in accordance with regulatory requirements including applicable regulatory accounting principles and practices through the periods covered by such reportsaudit adjustments. (c) TIG on a consolidated basis has no liabilitiesAll accounts, obligations or loss contingencies of any nature notes receivable and other receivables (whether absolute, accrued, contingent or otherwiseother than receivables collected since the Balance Sheet Date) of a type required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for liabilities, obligations and loss contingencies which (i) are fully reflected or reserved against on the most recent balance sheet Balance Sheet are, and all accounts and notes receivable of Seller at the Closing Date will be, valid and genuine. All accounts, notes receivable and other receivables of the Business at the Balance Sheet Date have been included in the TIG Financial Statements (including any Balance Sheet. All accounts, notes thereto), (ii) were incurred in the ordinary course business consistent with past practices since the date receivable and other receivables of the most recent balance sheet Business at the Closing Date have been included in the TIG Financials Statements, or (iii) were incurred in connection with the Merger. None of TIG or any of its Subsidiaries is a party to any “off balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K of the SECSeller’s Closing Balance Sheet. (d) The allowance for loan loss account of FSB as reflected in the FSB Call Report Except for the quarter ended March 31written correspondence from the Seller’s independent Certified Public Accountants set forth in Schedule 3.5(d), 2019since January 1, was as 2002, Seller has not received any written communications regarding weaknesses in Seller’s internal controls. To the Seller's knowledge, there have been no instances of such datefraud, and whether or not material, that occurred during any period covered by the amount thereof contained Financial Statements involving the management of Seller or other employees of Seller who have a role in the Seller’s internal control over financial books and records of FSB as of the last day of the month immediately preceding the Closing Date will be as of such future date, in compliance with FSB’s existing methodology for determining the adequacy of its allowance for loan and lease losses as well as GAAP and applicable regulatory guidelinesreporting. (e) The recordsTo Seller’s knowledge, systems, controls, data and information none of TIG and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TIG or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on TIG’s (Seller or any TIG Subsidiary’s) system officer, employee, contractor, subcontractor or agent of internal accounting controls. TIG Seller has implemented discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Seller in the terms and maintains a system conditions of internal accounting controls effective to provide reasonable assurances that (i) transactions are executed employment because of any “whistle blower” act of such employee described in accordance with management’s general and specific authorizations, and (ii) transactions are recorded in accordance with GAAP consistently applied and with applicable law18 U.S.C. Section 1514A(a). (f) Since January 1During the periods covered by Financial Statements, 2016, Seller’s external auditor was independent of Seller and its management for purposes of generally accepted auditing standards. (ig) neither TIG nor Schedule 3.5(g) sets forth any of its Subsidiaries, nor and all reports by Seller’s external auditors to the knowledge of TIG, any director, officer, employee, auditor, accountant or any representative of TIG or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write downs, charge offs and accruals) of TIG or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that TIG or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing TIG or any of its Subsidiaries, or any other person, whether or not employed by TIG or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or violation of banking or other laws by TIG or any of its Subsidiaries or any of their officers, directors, employees or agents to the Seller’s Board of Directors of TIG or any of its SubsidiariesDirectors, or any committee thereof, or Seller’s management concerning any of the following and pertaining to any period covered by the Financial Statements: critical accounting policies, internal control over financial reporting, significant accounting estimates or judgements, alternative accounting treatments and any required communications with Seller’s Board of Directors, or any committee thereof, or management of Seller.