Common use of Financial Statements and Internal Controls Clause in Contracts

Financial Statements and Internal Controls. (a) The Company has furnished Guaranty with true and complete copies of its parent company financial statements as filed on Form FR Y-9SP for the 12-month periods ended December 31, 2014, 2015 and 2016, together with the memoranda items and notes thereto (the “FR Y-9SP Reports”). The FR Y-9SP Reports are true, complete and accurate in all material respects and fairly present, in all material respects, the financial position of the Company and the results of its operations, on a parent company basis, at the date and for the period indicated in that FR Y-9SP Report in conformity with the instructions to the Form FR Y-9SP. The FR Y-9SP Reports do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein. The Company’s and each of the Company’s Subsidiaries’ books and records have been, and are being, maintained in accordance with Applicable Law and GAAP and reflect the substance of events and transactions that should be included therein. There are no material inaccuracies or material discrepancies contained or reflected therein. (b) The Company has furnished Guaranty with true and complete copies of the Bank’s Reports of Condition and Income as of December 31, 2014, 2015 and 2016 and March 31, 2017, together with the memoranda items and notes thereto (the “Bank Call Reports”). The Call Reports are true, complete and accurate in all material respects and fairly present, in all material respects, the financial position of the Bank and the results of its operations at the date and for the periods indicated therein in conformity with the instructions to the Call Reports. The Call Reports do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein. (c) As of the dates of the Company Financial Statements, neither the Company nor any of its Subsidiaries had incurred any material liability (whether or not accrued, fixed, contingent or otherwise and whether or not required to be disclosed), except as set forth or provided for in the Company Financial Statements. The Company Financial Statements have been examined by the Company Board. (d) Except as set forth on Company Schedule 4.8(d), since the Balance Sheet Date, there has not been: (i) any material damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance which has not been remediated; (ii) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of the Company or any of its Subsidiaries; (iii) any material change by the Company or any of its Subsidiaries in its accounting principles, practices, procedures or methods for GAAP purposes; or (iv) any material increase in the compensation payable or that could become payable by the Company or any of its Subsidiaries to directors, officers or employees or any amendment of any Employee Plan other than increases or amendments in the ordinary course of business. (e) Except as set forth on Company Schedule 4.8(e), the records, systems, controls, data and information of the Company and each of its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Company or a Subsidiary of the Company or their accountants (including all means of access thereto and therefrom) in all material respects. (f) The Company and each of its Subsidiaries has implemented and maintains internal controls over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and includes policies and procedures for its own purposes that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, as applicable; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its Subsidiaries; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. Since January 1, 2013, the Company has not experienced or effected any material change in internal control over financial reporting. (g) Since January 1, 2013, neither the Company nor any of its Subsidiaries or any Representative of the Company or any of its Subsidiaries has received or has otherwise had or obtained, to the Company’s Knowledge, any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies, or methods of the Company or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (h) To the Knowledge of the Company: (i) there are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to materially adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) since January 1, 2013, there is no fraud whether or not material that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Guaranty a summary of any such disclosure made by management to the Company Board since January 1, 2013. (i) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract or agreement (including any contract or agreement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate), including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (for reference, as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or intended effect of such contract or agreement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company Financial Statements.

Financial Statements and Internal Controls. (a) The Company has furnished Guaranty with true and complete delivered to Buyer copies of its parent company the following financial statements (the "Financial Statements") as filed on Form FR Y-9SP of and for the 12periods indicated: (i) An unaudited consolidated balance sheet of the Company as of September 30, 2004, and the unaudited consolidated statements of operations, changes in stockholders' equity and cash flows of the Company for the six-month periods period ended September 30, 2004 (the "Latest Balance Sheet"); and (ii) Audited consolidated balance sheets of the Company as of December 31, 2002 and December 31, 2003 and consolidated statements of income, changes in stockholders' equity and cash flows of the Company for the period beginning August 9, 2002 and ending December 31, 2002; and for the year ended December 31, 20142003. Except as set forth in Section 3.7 of the Sellers Disclosure Schedule and except for normal year end adjustments and lack of footnote disclosures, 2015 and 2016, together the Financial Statements (i) were prepared in accordance with the memoranda items books and notes thereto records of the Company; (ii) were prepared in accordance with generally accepted accounting principles applied in the “FR Y-9SP Reports”). The FR Y-9SP Reports are true, complete United States ("U.S. GAAP") consistently applied; (iii) were prepared by the Sellers to reflect the consolidated operations of the Company and accurate the Subsidiaries; and (iv) fairly present in all material respects and fairly present, in all material respects, the consolidated financial position of the Company as of the indicated dates and the consolidated results of its operations, on a parent company basis, at operations and cash flows of the date and Company for the period indicated in that FR Y-9SP Report in conformity with the instructions to the Form FR Y-9SP. The FR Y-9SP Reports do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein. The Company’s and each of the Company’s Subsidiaries’ books and records have been, and are being, maintained in accordance with Applicable Law and GAAP and reflect the substance of events and transactions that should be included therein. There are no material inaccuracies or material discrepancies contained or reflected thereinperiods. (b) The Company has furnished Guaranty with true and complete copies To the Knowledge of the Bank’s Reports of Condition and Income as of December 31Sellers, 2014since August 9, 2015 and 2016 and March 312002, 2017, together with the memoranda items and notes thereto (the “Bank Call Reports”). The Call Reports are true, complete and accurate in all material respects and fairly present, in all material respects, the financial position of the Bank and the results of its operations at the date and for the periods indicated therein in conformity with the instructions to the Call Reports. The Call Reports do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein. (c) As of the dates no employee of the Company Financial Statements, neither the Company nor or any of its Subsidiaries had incurred any material liability (whether Subsidiary has provided or not accrued, fixed, contingent or otherwise and whether or not required to be disclosed), except as set forth or provided for in the Company Financial Statements. The Company Financial Statements have been examined by the Company Board. (d) Except as set forth on Company Schedule 4.8(d), since the Balance Sheet Date, there has not been: (i) any material damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by is providing information involving the Company or any of its Subsidiaries, whether officers or not covered by insurance which has not been remediated; (ii) directors to any declaration, setting aside law enforcement agency regarding the commission or payment possible commission of any dividend crime or other distribution in cash, stock the violation or property in respect of the capital stock of the Company or any of its Subsidiaries; (iii) any material change by the Company or any of its Subsidiaries in its accounting principles, practices, procedures or methods for GAAP purposes; or (iv) any material increase in the compensation payable or that could become payable by the Company or any of its Subsidiaries to directors, officers or employees or any amendment possible violation of any Employee Plan other than increases applicable statute, law, ordinance, rule or amendments in the ordinary course regulation of business. (e) Except as set forth on Company Schedule 4.8(e), the records, systems, controls, data and information of the Company and each of its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Company or a Subsidiary of the Company or their accountants (including all means of access thereto and therefrom) in all material respects. (f) The Company and each of its Subsidiaries has implemented and maintains internal controls Governmental Authority having jurisdiction over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and includes policies and procedures for its own purposes that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, as applicable; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its Subsidiaries; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. Since January 1, 2013, the Company has not experienced or effected any material change in internal control over financial reporting. (g) Since January 1, 2013, neither the Company nor any of its Subsidiaries or any Representative part of their respective operations. (c) During the periods covered by the Financial Statements, the Company's external auditor was independent of the Company or any of and its Subsidiaries has received or has otherwise had or obtainedmanagement. For purposes hereof, to the Company’s Knowledge, any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies, or methods "independent of the Company and its management" shall mean that the Company and its external auditor complied at all times with the auditor independence requirements of Title II of the Xxxxxxxx-Xxxxx Act of 2002, the Securities and Exchange Commission and any regulatory body claiming jurisdiction over the accounting profession as if the Company were an issuer with a class of securities registered pursuant to the Exchange Act during the periods covered by the Financial Statements. (d) Section 3.7 of the Sellers Disclosure Schedule sets forth any and all written communications by the Company's external auditors advising the Company's Board of Directors, or any committee thereof, of its Subsidiaries or their a matter that would qualify as a reportable event under Section 304(a)(1)(v) of Regulation S-K concerning any of the following and pertaining to any period covered by the Financial Statements: critical accounting policies, internal control over financial reporting, including significant accounting estimates or judgments, alternative accounting treatments and any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (h) To the Knowledge of required communications with the Company: (i) there are no significant deficiencies or material weaknesses in the design or operation 's Board of internal controls over financial reporting which are reasonably likely to materially adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) since January 1, 2013, there is no fraud whether or not material that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Guaranty a summary of any such disclosure made by management to the Company Board since January 1, 2013. (i) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract or agreement (including any contract or agreement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate), including any structured finance, special purpose or limited purpose entity or Person, on the other handDirectors, or any “off balance sheet arrangements” (for reference, as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or intended effect of such contract or agreement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company Financial Statementscommittee thereof.

Financial Statements and Internal Controls. (a) The Company has furnished Guaranty with true will use its best efforts to deliver to Spinco, as promptly as practicable following the date of this Agreement (and complete copies of its parent company in any event no later than October 20, 2023), such financial statements as filed on Form FR Y-9SP for of the 12-month periods ended December 31Company, 2014, 2015 and 2016, together audited in accordance with the memoranda items auditing standards of the PCAOB by a PCAOB qualified auditor in accordance with GAAP and notes thereto containing an unqualified report of the Company’s auditors, that are required to be included in the Registration Statement (including pro forma financial information) (the “FR Y-9SP ReportsCompany PCAOB Financial Statements”). (b) During the Interim Period, within forty-five (45) calendar days following the end of each three- month quarterly period and each fiscal year, the Company shall deliver to Spinco an unaudited income statement and an unaudited balance sheet of the Company for the period from the latest Balance Sheet Date through the end of such calendar month, quarterly period or fiscal year and the applicable comparative period in the preceding fiscal years, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the financial position and results of operations of the Company as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes (collectively, the “Subsequent Unaudited Company Financial Statements”). The FR Y-9SP Reports are trueSubsequent Unaudited Company Financial Statements shall have been reviewed by the independent accountant for the Company in accordance with the procedures specified by the PCAOB in AU Section 722. (c) All financial statements delivered pursuant to Section 6.4(a) and Section 6.4(b) (i) will be prepared from, complete and accurate reflect in all material respects respects, the books and records of the Company, (ii) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (iii) will fairly present, in all material respects, the consolidated financial position of the Company Company, as of the dates thereof and the their results of its operations, on a parent company basis, at the date and operations for the period indicated periods then ended and (iv) for the annual financial statements, will be audited in that FR Y-9SP Report in conformity accordance with the instructions to standards of the Form FR Y-9SPCPAB and PCAOB. The FR Y-9SP Reports do not contain any items of special or nonrecurring income or any other income not earned All costs incurred in the ordinary course of business except as expressly specified therein. The Company’s connection with preparing and each obtaining such financial statements shall be Transaction Fees and Expenses of the Company’s Subsidiaries’ books . (d) To the extent the Company has not established Internal Controls prior to the execution of the Agreement, the Company shall establish such Internal Controls, as required by the Exchange Act and records have beenthe additional disclosure controls and procedures required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act and Xxxxxxxx-Xxxxx Act of 2002 for reporting companies, no later than the time required by the Exchange Act. (e) Spinco will use its best efforts to deliver to the Company, as promptly as practicable following the date of this Agreement (and are beingin any event no later than October 20, maintained 2023), such financial statements of the Spinco Subsidiary, audited in accordance with Applicable Law and the auditing standards of the PCAOB by a PCAOB qualified auditor in accordance with GAAP and reflect containing an unqualified report of the substance of events and transactions Spinco Subsidiary’s auditors, that should are required to be included therein. There are no material inaccuracies or material discrepancies contained or reflected thereinin the Registration Statement (including pro forma financial information) (the “Spinco PCAOB Financial Statements”). (bf) The Company has furnished Guaranty with true and complete copies During the Interim Period, Spinco will use its best efforts to complete, as soon as reasonably practicable, any quarterly unaudited financial statements of the BankSpinco Subsidiary and any additional financial or other information required under Federal Securities Laws to be included in Spinco’s Reports of Condition and Income as of December 31, 2014, 2015 and 2016 and March 31, 2017, together filings with the memoranda items and notes thereto SEC, including the Registration Statement (collectively, the “Bank Call ReportsSubsequent Unaudited Spinco Financial Statements”). The Call Reports are trueSubsequent Unaudited Spinco Financial Statements shall have been reviewed by the independent accountant for the Spinco Subsidiary in accordance with the procedures specified by the PCAOB in AU Section 722. (g) All financial statements delivered pursuant to Section 6.4(e) and Section 6.4(f) (i) will be prepared from, complete and accurate reflect in all material respects respects, the books and records of the Spinco Subsidiary, (ii) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (iii) will fairly present, in all material respects, the consolidated financial position of the Bank Spinco Subsidiary, as of the dates thereof and the their results of its operations at the date and for the periods indicated therein in conformity with the instructions to the Call Reports. The Call Reports do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein. (c) As of the dates of the Company Financial Statements, neither the Company nor any of its Subsidiaries had incurred any material liability (whether or not accrued, fixed, contingent or otherwise then ended and whether or not required to be disclosed), except as set forth or provided for in the Company Financial Statements. The Company Financial Statements have been examined by the Company Board. (d) Except as set forth on Company Schedule 4.8(d), since the Balance Sheet Date, there has not been: (i) any material damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance which has not been remediated; (ii) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of the Company or any of its Subsidiaries; (iii) any material change by the Company or any of its Subsidiaries in its accounting principles, practices, procedures or methods for GAAP purposes; or (iv) any material increase in for the compensation payable or that could become payable by the Company or any of its Subsidiaries to directorsannual financial statements, officers or employees or any amendment of any Employee Plan other than increases or amendments in the ordinary course of business. (e) Except as set forth on Company Schedule 4.8(e), the records, systems, controls, data and information of the Company and each of its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Company or a Subsidiary of the Company or their accountants (including all means of access thereto and therefrom) in all material respects. (f) The Company and each of its Subsidiaries has implemented and maintains internal controls over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements for external purposes will be audited in accordance with GAAP and includes policies and procedures for its own purposes that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions standards of the assets PCAOB. All costs incurred in connection with preparing and obtaining such financial statements shall be Transaction Fees and Expenses of the Company Parent and its Subsidiaries, as applicable; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its Subsidiaries; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. Since January 1, 2013, the Company has not experienced or effected any material change in internal control over financial reporting. (g) Since January 1, 2013, neither the Company nor any of its Subsidiaries or any Representative of the Company or any of its Subsidiaries has received or has otherwise had or obtained, to the Company’s Knowledge, any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies, or methods of the Company or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practicesSpinco. (h) To the Knowledge extent Spinco has not established Internal Controls prior to the execution of the Company: (iAgreement, Spinco shall establish such Internal Controls, as required by the Exchange Act and the additional disclosure controls and procedures required by Rules 13a-15(a) there are and 15d-15(a) of the Exchange Act and Xxxxxxxx-Xxxxx Act of 2002 for reporting companies, no significant deficiencies or material weaknesses in later than the design or operation of internal controls over financial reporting which are reasonably likely to materially adversely affect time required by the Company’s ability to record, process, summarize and report financial information; and (ii) since January 1, 2013, there is no fraud whether or not material that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Guaranty a summary of any such disclosure made by management to the Company Board since January 1, 2013Exchange Act. (i) Neither the Company nor any Each of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract or agreement (including any contract or agreement relating to any transaction or relationship between or among the Company and Spinco shall use reasonable best efforts (i) to cause to be prepared in a timely manner any of its Subsidiaries, on other financial information or statements (including customary pro forma financial statements) that is reasonably required to be included in the one hand, Registration Statement and any unconsolidated Affiliate), including other filings to be made by Spinco or the Parent with the SEC in connection with the transactions contemplated by this Agreement and the Ancillary Documents and (ii) to obtain any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (for reference, auditor consents with respect thereto as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or intended effect of such contract or agreement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company Financial Statementsmay be required by applicable Law.

Financial Statements and Internal Controls. (a) The Schedule 3.7(a) sets forth (i) the audited consolidated balance sheets and the related audited consolidated income statements and statements of stockholders’ equity/(deficit) and of cash flows of the Company has furnished Guaranty with true and complete copies of its parent company financial statements as filed on Form FR Y-9SP the Company’s Subsidiaries for the 12-month periods fiscal years ended December 31, 20142004, 2015 2005 and 20162006 and the opinion of Ernst & Young LLP (for the fiscal years ended December 31, together with 2004 and 2005) and Deloitte & Touche LLP (for the memoranda items fiscal year ended December 31, 2006), the Company’s independent auditor, thereon, and notes thereto (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries (the “FR Y-9SP ReportsCompany Balance Sheet”) as of September 30, 2007 (the “Balance Sheet Date”) and the related unaudited consolidated income statements and statements of stockholders’ equity/(deficit) and of cash flows of the Company and the Company’s Subsidiaries for the nine-month period then ended (the financial statements referred to in items (i) and (ii), collectively, the “Company Financial Statements”). The FR Y-9SP Reports are trueCompany Financial Statements have been prepared from the books and records of the Company and its Subsidiaries and in accordance with generally accepted accounting principles effective in the United States (“GAAP”) applied on a consistent basis throughout the periods indicated and consistent with each other, complete except as noted and accurate except for the absence of footnotes in all material respects and the case of the unaudited interim Company Financial Statements. The Company Financial Statements fairly present, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the results of its operations, on a parent company basis, at the date and for the period indicated in that FR Y-9SP Report in conformity with the instructions to the Form FR Y-9SP. The FR Y-9SP Reports do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except Subsidiaries as expressly specified therein. The Company’s and each of the Company’s Subsidiaries’ books and records have been, and are being, maintained in accordance with Applicable Law and GAAP and reflect the substance of events and transactions that should be included therein. There are no material inaccuracies or material discrepancies contained or reflected therein. (b) The Company has furnished Guaranty with true and complete copies of the Bank’s Reports of Condition and Income as of December 31, 2014, 2015 and 2016 and March 31, 2017, together with the memoranda items and notes thereto (the “Bank Call Reports”). The Call Reports are true, complete and accurate in all material respects and fairly present, in all material respects, the financial position of the Bank and the results of its operations at the date dates and for the periods indicated therein therein, subject, in conformity with the instructions case of the unaudited interim financial statements, to the Call Reportsnormal year-end adjustments. The Call Reports do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified thereinCompany’s revenue recognition policy complies with GAAP. (c) As of the dates of the Company Financial Statements, neither the Company nor any of its Subsidiaries had incurred any material liability (whether or not accrued, fixed, contingent or otherwise and whether or not required to be disclosed), except as set forth or provided for in the Company Financial Statements. The Company Financial Statements have been examined by the Company Board. (d) Except as set forth on Company Schedule 4.8(d), since the Balance Sheet Date, there has not been: (i) any material damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance which has not been remediated; (ii) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of the Company or any of its Subsidiaries; (iii) any material change by the Company or any of its Subsidiaries in its accounting principles, practices, procedures or methods for GAAP purposes; or (iv) any material increase in the compensation payable or that could become payable by the Company or any of its Subsidiaries to directors, officers or employees or any amendment of any Employee Plan other than increases or amendments in the ordinary course of business. (e) Except as set forth on Company Schedule 4.8(e), the records, systems, controls, data and information of the Company and each of its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Company or a Subsidiary of the Company or their accountants (including all means of access thereto and therefrom) in all material respects. (fb) The Company and each of its Subsidiaries has implemented in place systems and maintains internal controls over financial reporting processes that are sufficient (i) designed to (A) provide reasonable assurance assurances regarding the reliability of its financial reporting the Company Financial Statements and the preparation of its financial statements for external purposes in accordance with GAAP (B) accumulate and includes policies and procedures for its own purposes that: (i) pertain communicate to the maintenance Company’s principal executive officer and principal financial officer in a timely manner the type of records information that is required to be disclosed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company Financial Statements, and its Subsidiaries, as applicable; (ii) provide reasonable assurance that transactions are recorded customary and adequate for a company at the same stage of development as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its Subsidiaries; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. Since January 1, 2013, the Company has not experienced or effected any material change in internal control over financial reporting. (g) Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any Employee, auditor, accountant or any Representative representative of the Company or any of its Subsidiaries has received or has otherwise had or obtained, to the Company’s Knowledge, obtained knowledge of any material complaint, allegation, assertion, assertion or claim, whether written or oral, regarding the accounting inadequacy of such systems and processes or auditing practicesthe accuracy of the Company Financial Statements. To the Company’s knowledge, proceduresthere have been no instances of fraud, methodologieswhether or not material, during any period covered by the Company Financial Statements. (c) To the Company’s knowledge, no Employee has provided or methods is providing information to any Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any Law applicable to the Company, any of its Subsidiaries or any part of their respective operations. To the Company’s knowledge, none of the Company, any of its Subsidiaries or any Employee, contractor, consultant, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or their internal control over financial reporting, including in any complaint, allegation, assertion, or claim that other manner discriminated against an Employee in the Company or terms and conditions of employment because of any act of its Subsidiaries has engaged such Employee described in questionable accounting or auditing practices18 U.S.C. Section 1514A(a). (hd) To During the Knowledge of the Company: (i) there are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to materially adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) since January 1, 2013, there is no fraud whether or not material that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Guaranty a summary of any such disclosure made periods covered by management to the Company Board since January 1, 2013. (i) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract or agreement (including any contract or agreement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate), including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (for reference, as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or intended effect of such contract or agreement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company Financial Statements, the Company’s external auditor with respect to such Company Financial Statements was independent of the Company and its management. Schedule 3.7(d) lists each report by the Company’s external auditors to the Company’s board of directors, or any committee thereof, or the Company’s management concerning any of the following and pertaining to any period covered by the Company Financial Statements: critical accounting policies; internal controls; significant accounting estimates or judgments; alternative accounting treatments; and any required communications with the Company’s board of directors, or any committee thereof, or with management of the Company. (e) The Company has not operated its and its Subsidiaries’ businesses outside of the ordinary course of business since the Balance Sheet Date.

Financial Statements and Internal Controls. (a) The Company has furnished Guaranty with true and complete copies audited consolidated balance sheets as of its parent company financial statements as filed on Form FR Y-9SP for the 12-month periods ended December 31, 2014, 2015 December 31, 2013 and 2016December 31, together with 2012 and the memoranda items related audited consolidated statements of income, changes in shareholders’ equity and notes thereto cash flows for each of the years ended December 31, 2014 and December 31, 2013 and December 31, 2012 of the Company (collectively, the “FR Y-9SP ReportsCompany Financial Statements”). The FR Y-9SP Reports , in each case: (i) are true, accurate and complete and accurate in all material respects respects; (ii) have been prepared in accordance with GAAP; and (iii) fairly present, present in all material respectsconformity with GAAP (except as may be indicated in the notes thereto), the financial position of the Company as of the dates thereof and the its results of its operations, on a parent company basis, at the date shareholders’ equity and cash flows for the period indicated in that FR Y-9SP Report in conformity with the instructions to the Form FR Y-9SPperiods then ended. The FR Y-9SP Reports do not contain any items Company has delivered to Guaranty true and complete copies of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified thereinCompany Financial Statements. The Company’s and each of the Company’s Subsidiaries’ books and records have been, and are being, maintained in accordance with Applicable Law and GAAP and reflect the substance of events and transactions that should be included therein. There are no material inaccuracies or material discrepancies contained or reflected therein. (b) The Company has furnished Guaranty with true and complete copies of the Bank’s Reports of Condition and Income as of December 31, 2014, 2015 and 2016 and March 31, 2017, together with the memoranda items and notes thereto (the “Bank Call Reports”). The Call Reports are true, complete and accurate in all material respects and fairly present, in all material respects, the financial position of the Bank and the results of its operations at the date and for the periods indicated therein in conformity with the instructions to the Call Reports. The Call Reports do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein. (c) As of the dates of the Company Financial Statements, neither the Company nor any of its Subsidiaries had incurred any material liability (whether or not accrued, fixed, contingent or otherwise and whether or not required to be disclosed), except as set forth or provided for in the Company Financial Statements. The Company Financial Statements have been examined by the Company Board. (dc) Except as set forth on Company Schedule 4.8(d4.8(c), since the Balance Sheet Date, there has not been: (i) any material damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance which has not been remediated; (ii) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of the Company or any of its Subsidiaries; (iii) any material change by the Company or any of its Subsidiaries in its accounting principles, practices, procedures or methods for GAAP purposes; or (iv) any material increase in the compensation payable or that could become payable by the Company or any of its Subsidiaries to directors, officers or employees or any amendment of any Employee Plan other than increases or amendments in the ordinary course of businessbusiness consistent with past practice. (ed) Except as set forth on Company Schedule 4.8(e4.8(d), the records, systems, controls, data and information of the Company and each of its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and control of the Company or a Subsidiary of the Company or their accountants (including all means of access thereto and therefrom) in all material respects. (fe) The Company and each of its Subsidiaries has implemented and maintains internal controls over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and includes policies and procedures for its own purposes that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, as applicable; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its Subsidiaries; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. Since January 1, 20132012, the Company has not experienced or effected any material change in internal control over financial reporting. (gf) Since January 1, 20132012, neither the Company nor any of its Subsidiaries or any Representative of the Company or any of its Subsidiaries has received or has otherwise had or obtained, to the Company’s Knowledge, any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies, or methods of the Company or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (hg) To the Knowledge of the Company: (i) there are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to materially adversely affect the Company’s ability to record, process, summarize and report financial informationinformation except as set forth in Company Schedule 4.8(g); and (ii) since January 1, 20132012, there is no fraud whether or not material that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Guaranty Guaranty: (i) a summary of any such disclosure made by management to the Company Board Company’s auditors and audit committee since January 1, 20132012; and (ii) any material communication since January 1, 2012 made by management or the Company’s auditors to the audit committee required or contemplated by the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. (ih) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract or agreement (including any contract or agreement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate), including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (for reference, as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or intended effect of such contract or agreement is to avoid disclosure of any material transaction involving, involving or material liabilities of, of the Company or any of its Subsidiaries in the Company Financial Statements or the 2015 Financial Statements.