Common use of Financial Statements and Reports Clause in Contracts

Financial Statements and Reports. (a) The audited consolidated balance sheets at March 31, 2009, March 31, 2008 and March 31, 2007 of the Companies and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income (loss) and for the fiscal year then ended, reported on by KPMG LLP (the “Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March 31, 2009, March 31, 2008 and March 31, 2007 BDC has delivered to Merchants copies of the Companies financial statements and their Subsidiaries reports of BDC and its Subsidiaries, including the notes thereto, set forth in (i) below, and made available to Merchants its Call Reports described in (ii) below (collectively, the “BDC Financial Statements”): (i) Consolidated Balance Sheets and the related consolidated statements Consolidated Statements of operations, stockholders equity and other comprehensive income (loss) Earnings as of and for the fiscal year then endedyears ended December 31, reported on by KPMG LLP 2015, 2014 and 2013 and as of and for the six (the 6) months ended June 30, 2016; and (ii) Call Reports (“Financial StatementsCall Reports”) have been delivered for JSB as of the close of business on December 31, 2015, 2014 and 2013 and June 30, 2016. (including by filing publicly by XXXXX with the SECb) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited The BDC Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and Statements present fairly in all material respects the consolidated financial position of the Companies BDC as of and their Subsidiaries as at the dates thereof shown and the consolidated results of their operations operations, and cash flows changes in shareholders’ equity for the periods then endedcovered thereby and are complete, correct, represent bona fide transactions, and have been prepared from the books and records of BDC and its Subsidiaries. The BDC Financial Statements described in clause (i) above for completed fiscal years are unaudited financial statements and have been prepared in conformance with GAAP, except as may otherwise be indicated in any notes or reports with respect to such financial statements. The BDC Financial Statements described in clause (ii) above have been prepared in conformance with regulatory accounting requirements related thereto. (bc) The Company Except as set forth in the BDC Disclosure Schedule, none of BDC or its Subsidiaries is a party to nor has it made any commitment to become a party to, any joint venture, off-balance sheet partnership, or any similar contract or arrangement involving BDC or such Subsidiary(ies), on the one hand, and any of its or their current or proposed affiliates, including any structured finance, special purpose or limited purpose entity or other natural or legal person, on the other hand, and any “off-balance sheet arrangements” (or, where applicable, Frontier Airlinesas that term is defined in Item 303(a) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10Regulation S-K of the Company Securities and Exchange Commission, as amended from time to time). (or, where applicable, Frontier Airlinesd) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and Since December 31, 2008 2015 on a consolidated basis BDC and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or its Subsidiaries have not incurred any material liability other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, than in the form (including exhibits and any amendments thereto) filed ordinary course of business consistent with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006past practice.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March 31, 2009, March 31, 2008 and March 31, 2007 of the Companies and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income (loss) and for the fiscal year then ended, reported on by KPMG LLP (the “Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, Since September 30, 2008 2001, the Company has timely filed all forms, reports and 2007 documents with the Securities and December 31, 2008 and 2007; and Exchange Commission (iiithe "SEC") each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by it pursuant to the Company (orSecurities Act and the Exchange Act, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As all of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, which have complied in all material respects, respects with the all applicable requirements of the Exchange Securities Act and the Securities Exchange Act; and (iii) did not contain . None of such Company SEC Filings, at the time filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 consolidated balance sheets and 906 the related consolidated statements of income, cash flow and changes in shareholder equity of the XxxxxxxxCompany and the Company Subsidiaries contained in the Company's Quarterly Reports on Form 10-Xxxxx Act of Q for the quarters ended December 31, 2002, as amended March 31, 2003 and June 30, 2003 and the Company's Annual Report on Form 10-K for the year ended September 30, 2002 (collectively, the “SOX Act”"2003 Financial Statements"), and to be contained in Company SEC filings filed after the internal control report date hereof (collectively with the 2003 Financial Statements, the "Financial Statements"), when filed (i) complied or will comply in all material respects as to form with the published rules and attestation regulations of the Company’s outside auditors SEC and (ii) presented or will present fairly, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of such date, and the consolidated results of their operations and their cash flows for the periods presented therein, in conformity with GAAP, except as otherwise noted therein, and subject in the case of quarterly financial statements to normal year-end audit adjustments and except that the quarterly financial statements do not or will not contain all of the footnote disclosures required by Section 404 GAAP. (c) The books and records of the SOX Act. As of Company and its Subsidiaries have been prepared and maintained in form and substance adequate in all material respects for preparing the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or Company's financial statements in accordance with the SEC since March 31, 2006GAAP.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March December 31, 2009, March December 31, 2008 and March December 31, 2007 of the Companies Company and their its Subsidiaries and the related consolidated statements of operations, stockholders consolidated statements of redeemable convertible preferred stock and stockholders’ (deficit) equity and other comprehensive income (loss) and consolidated statements of cash flows for the fiscal year then ended, reported on by KPMG LLP (the “Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (thereby, except as disclosed therein and exceptotherwise expressly noted therein, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position of the Companies Company and their its Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March December 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended March 31, 2010 and 2009; June 30, 2008 2010 and 2007, 2009 and September 30, 2008 2010 and 2007 and December 31, 2008 and 2007; 2009 and (iii) each registration statement, report Current Report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31February 1, 2006 2007, in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the (x) SEC Reports, none (y) a Current Report on Form 8-K to be filed with the SEC in connection with the execution of this Agreement and (z) a Current Report on form 8-K to be filed with the SEC in connection with the filing of the Companies Case, the Company has not filed or been required to file any other reports or statements with the SEC since March 31February 1, 20062007.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March 31Since January 1, 20091994, March 31Amwest has filed with the SEC all reports, 2008 registration statements and March 31, 2007 all other filings required to be filed with the SEC under the rules and regulations of the Companies and SEC (collectively, the "Required Amwest Reports"), all of which, as of their Subsidiaries and the related consolidated statements of operationsrespective effective dates, stockholders equity and other comprehensive income (loss) and for the fiscal year then ended, reported on by KPMG LLP (the “Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly complied in all material respects the consolidated financial position with all applicable requirements of the Companies and their Subsidiaries as at the dates thereof Securities Act and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) Exchange Act. Amwest has made available (including by filing publicly by XXXXX with the SEC) delivered to the Investor a Condor true and complete copy copies of (i) the Amwest's Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March December 31, 20091994, 2008 and 2007; as filed with the SEC, (ii) the Quarterly Report Reports on Form 10-Q of for the Company (orthree months ended March 31, where applicable1995, Frontier Airlines) for each of the periods ended June 30, 2008 1995 and 2007, September 30, 2008 and 2007 and December 311995, 2008 and 2007; and as filed with the SEC, (iii) each registration statement, report on Form 8-K, proxy statement, information statement statements relating to all meetings of Amwest's stockholders (whether annual or other report special) held or statement required scheduled to be held since January 1, 1994, (iv) all other forms, reports, statements and documents filed by the Company (or, where applicable, Frontier Airlines) Amwest with the SEC since March 31January 1, 2006 in each case1994 and (v) all reports, in the form (including exhibits statements and any amendments thereto) filed with the SEC other information provided by Amwest to its stockholders since January 1, 1994 (collectively, the “"Amwest SEC Reports”Filings"). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements none of the Exchange Act and the Securities Act; and (iii) did not contain Required Amwest Reports or Amwest SEC Filings contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The SEC Reports consolidated financial statements of Amwest included or will include all certificates required to be included therein pursuant to Sections 302 and 906 incorporated by reference in the Amwest SEC Filings were prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the Xxxxxxxx-Xxxxx Act related report thereon of 2002, as amended (the “SOX Act”independent certified public accountants), and present fairly the internal control report financial position and attestation results of operations, cash flows and changes in stockholders' equity of Amwest and its consolidated Affiliated Entities as of the Company’s outside auditors required by Section 404 dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to the SOX Act. As absence of the date of this Agreementnotes and to normal year-end adjustments, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements and are consistent with the SEC since March 31, 2006books and records of Amwest.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March 31, 2009, March 31, 2008 and March 31, 2007 of the Companies and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income (loss) and for the fiscal year then ended, reported on by KPMG LLP (the “Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) delivered to the Investor a FBHC true and complete copy copies of its (i) the Annual Report on Form 10-K for the year ended December 31, 1997 (the "Company Annual Report"), as filed with the SEC, which contains the Company's audited consolidated balance sheets as of December 31, 1997 and 1996 and related consolidated statements of income, changes in shareholders' equity and cash flows for the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March December 31, 20091997, 2008 1996 and 2007; 1995, and (ii) the Quarterly Report on Form 10-Q for the six-month period ended June 30, 1998 (the "Company Quarterly Report"), as filed with the SEC, which contains the unaudited consolidated balance sheets and related consolidated statements of income, changes in shareholders' equity and cash flows for the Company (or, where applicable, Frontier Airlines) for each of the six-month periods ended June 30, 2008 1998 and 20071997. Such financial statements have been prepared from the books and records of the Company and its Subsidiaries, September present fairly the financial position and operating results of the Company and its Subsidiaries as of the date and during the periods indicated and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered, except as stated therein (subject, in the case of unaudited financial statements, to the exclusion of normal year-end adjustments and footnote disclosures required by generally accepted accounting principles). The Company does not have any Liabilities of a type that should be included in or reflected in such financial statements or the notes thereto, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except (i) as to the extent disclosed or reflected in such financial statements, (ii) Liabilities incurred in the ordinary course of business since June 30, 2008 and 2007 and December 311998, 2008 and 2007; and which individually or in the aggregate would not result in a Material Adverse Effect upon the Company, or (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by Liabilities under this Agreement and fees and expenses relating thereto. The Company Annual Report and the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) Quarterly Report did not at the respective times at which they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The SEC Reports included or will include Company Annual Report and the Company Quarterly Report comply in all certificates required to be included therein pursuant to Sections 302 and 906 material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act Exchange Act. The Company has delivered to FBHC true and complete copies of 2002, as amended all management letters delivered to the Company by PricewaterhouseCoopers LLP (the “SOX Act”), and or any predecessor thereto) relating to the internal control report and attestation controls of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file Company during any other reports or statements with the SEC since March period from and after December 31, 20061995.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March 31, 2009, March 31, 2008 and March 31, 2007 of the Companies and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income (loss) and for the fiscal year then ended, reported on by KPMG LLP (the “Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) DPRC has made available (including by filing publicly by XXXXX with the SEC) to the Investor a SPC true -------------------------------- and complete copy copies of (i) the DPRC's Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years year ended March July 31, 20091997 (the "DPRC 10-K") as filed with the SEC, 2008 and 2007; (ii) the DPRC's --------- Quarterly Report Reports on Form 10-Q of for the Company (or, where applicable, Frontier Airlines) for each of the periods quarters ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December October 31, 2008 1997, January 31, 1998 and 2007; Xxxxx 00, 0000, (xxx) DPRC's proxy statement relating to the annual meeting of its shareholders held on December 17, 1997, and (iiiiv) each all other reports, statements and registration statement, report statements (including Current Reports on Form 8-K, but excluding any preliminary proxy statementmaterial), information statement or other report or statement required to be if any, filed by the Company (or, where applicable, Frontier Airlines) DPRC with the SEC since March 31pursuant to the Exchange Act subsequent to the filing of the DPRC 10-K. The reports, 2006 in each case, statements and registration statements referred to in the form immediately preceding sentence (including exhibits and including, without limitation, any amendments theretofinancial statements or schedules or other information incorporated by reference therein) are referred to in this Agreement as the "DPRC SEC Filings." As of the ---------------- respective times such documents were filed with the SEC (collectivelyor, as applicable, became effective, the “DPRC SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) compliedFilings complied as to form and content, in all material respects, with the applicable requirements of the Exchange Securities Act and the Securities Exchange Act; , as the case may be, and (iii) did the rules and regulations promulgated thereunder, except such noncompliance which, in the aggregate, would not have a material adverse effect on the financial condition and results of operations of DPRC and its Subsidiaries, taken as a whole, and, taken as a whole, the DPRC SEC Filings do not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of DPRC included in the DPRC SEC Reports included Filings were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis and (except as may be indicated therein or will include all certificates required to be included therein pursuant to Sections 302 in the notes thereto) present fairly the consolidated financial position, results of operations and 906 cash flows of DPRC and its consolidated subsidiaries as of the Xxxxxxxxdates and for the periods indicated therein, subject, in the case of unaudited interim consolidated financial statements, to normal recurring year-Xxxxx Act of 2002, as amended (the “SOX Act”), end adjustments and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006adjustments described therein.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March Except as set forth on the Peoples Disclosure Schedule, Peoples has delivered or made available to First Capital copies of the financial statements and reports of Peoples and its Subsidiaries, including the notes thereto, set forth in (i) below, and made available to First Capital its Call Reports described in (ii) below (collectively, the “Peoples Financial Statements”): (i) Consolidated Balance Sheets and the related Consolidated Statements of Earnings, Consolidated Statements of Changes in Shareholders’ Equity, and Consolidated Statements of Cash Flows of Peoples as of and for the fiscal years ended December 31, 20092014, March 2013 and 2012; (ii) Call Reports (“Call Reports”) for Peoples Bank as of the close of business on December 31, 2008 2014, 2013 and 2012 and March 31, 2007 of the Companies and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income 2015. (lossb) and for the fiscal year then ended, reported on by KPMG LLP (the “The Peoples Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and Statements present fairly in all material respects the consolidated financial position of the Companies Peoples as of and their Subsidiaries as at the dates thereof shown and the consolidated results of their operations and operations, cash flows and changes in shareholders’ equity for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true covered thereby and are complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, correct in all material respects, and represent bona fide transactions, and have been prepared from the books and records of Peoples and its Subsidiaries. The Peoples Financial Statements described in clauses (i) and (ii) above for completed fiscal years are audited financial statements and have been prepared in conformance with the applicable requirements GAAP, except as may otherwise be indicated in any accountants’ notes or reports with respect to such financial statements. (c) Except as set forth in Section 3.08(c) of the Exchange Act Peoples Disclosure Schedule, none of Peoples or its Subsidiaries is a party to nor has it made any commitment to become a party to, any joint venture, off-balance sheet partnership, or any similar contract or arrangement involving Peoples or such Subsidiary(ies), on the one hand, and any of its or their current or proposed affiliates, including any structured finance, special purpose or limited purpose entity or other natural or legal person, on the other hand, and any “off-balance sheet arrangements” (as that term is defined in Item 303(a) of Regulation S-K of the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002Exchange Commission, as amended (the “SOX Act”from time to time), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006.

Financial Statements and Reports. (a) The Schedule 3.11 sets forth (i) the audited consolidated balance sheets at March sheet of the Company as of December 31, 2009, March 31, 2008 and March 31, 2007 of the Companies and their Subsidiaries 2003 and the related consolidated audited statements of operationsincome, stockholders changes in stockholders’ equity and other comprehensive income (loss) and cash flows for the fiscal year then endedended (the “Audited Financial Statements”); and (ii) the audited balance sheet of the Company as of September 30, reported on by KPMG LLP 2004 and the related audited statements of income, changes in stockholders’ equity and cash flows for the Company for the nine-month period then ended (the “Interim Financial Statements,” together with the Audited Financial Statements, the “Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, ). The Financial Statements have been prepared by the Company in accordance with GAAP GAAP, consistently applied throughout applied, and fairly present in all material respects the periods covered (except financial condition and results of operations of the Company as disclosed therein and exceptof the dates thereof, and, with respect to unaudited the Interim Financial Statements, for subject to normal year-end adjustments that are not material in amount or effect and the absence of footnotes and normal year-end audit adjustmentssimilar presentation items therein. Except as set forth in the Financial Statements or on Schedule 3.11, the Company does not have any liabilities or obligations of any nature (absolute, accrued, fixed, contingent or otherwise) and present fairly in all material respects the consolidated financial position required by GAAP to be set forth on a balance sheet of the Companies and their Subsidiaries Company, or disclosed in the notes thereto or, even if not so required to be set forth or disclosed, that are material to the Company. Other than as at set forth in the dates thereof and Financial Statements or on Schedule 3.11, the consolidated results Company has no “off balance sheet arrangements” (as defined by item 303(a)(4) of their operations and cash flows for Regulation S-K promulgated by the periods then endedCommission). (b) The As of the Closing Date, the Company will have in place the “disclosure controls and procedures” (or, where applicable, Frontier Airlinesas defined in Rules 13a-15(e) has made available (including by filing publicly by XXXXX with and 15d-15(e) of the SECExchange Act) to required in order for the Investor a true principal executive officer and complete copy of (i) the Annual Report on Form 10-K principal financial officer of the Company to engage in the review and evaluation process mandated by Section 302 of SOXA. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that material information (orboth financial and non-financial) relating to the Company required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, where applicableprocessed, Frontier Airlines) for each summarized and reported within the time periods specified in the rules and forms of the fiscal years ended March 31Commission, 2009and that such information is accumulated and communicated to the Company’s principal executive and principal financial officers, 2008 or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and 2007; (ii) to make the Quarterly Report on Form 10-Q certifications of the principal executive officer and principal financial officer of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 302 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required SOXA with respect to file any other reports or statements with the SEC since March 31, 2006such reports.

Financial Statements and Reports. (i) Neither the Seller nor its Subsidiary is or has been subject to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and neither has not been required to file reports thereunder with the U.S. Securities and Exchange Commission ("SEC") or other Federal agency. Seller has previously delivered to Purchaser copies of (a) The audited consolidated balance sheets at March the Consolidated Financial Statements of Seller and its Subsidiary as of December 31, 2009, March 31, 2008 1995 and March 31, 2007 of the Companies and their Subsidiaries 1994 and the related consolidated statements of operations, stockholders equity and other comprehensive income (loss) and for the fiscal year years then ended, reported on including Consolidated Balance Sheets, Consolidated Statements of Income and related Consolidated Statements of Changes in Stockholder Equity, and Cash Flows and Notes thereto, accompanied by KPMG LLP (the “Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereofaudit report of Shxxxxxxx, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and exceptMaxXxxx & Company, P.C., independent public accountants with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”)Seller. As of their respective dates, the SEC Reports (i) were timely neither such financial statements, nor any subsequent Seller or Seller Bank financial statements, Seller or Seller Bank regulatory reports or other document filed subsequent to December 31, 1995 with the SEC; (ii) compliedFederal Reserve Board, in all material respectsthe OCC or FDIC, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 December 31, 1995 Consolidated Balance Sheet of Seller (including related notes where applicable) fairly presents the consolidated financial position of Seller and 906 its subsidiaries as of the Xxxxxxxx-Xxxxx Act date thereof, and the other financial statements referred to in this Section 2.01(g) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 4.14 hereof will fairly present (subject, in the case of 2002unaudited statements, as amended (the “SOX Act”to recurring audit adjustments normal in nature and amount), and the internal control report and attestation results of the Company’s outside auditors required by Section 404 consolidated income and other financial statements of Seller and Subsidiary for the respective fiscal periods or other Federal agency as of the SOX Actrespective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 4.14 hereof will comply, in all material respects with applicable accounting requirements and each such statement (including the related notes, where applicable) has been, and the financial statements referred to in Section 4.14 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved. As The books and records of the date of this AgreementSeller and Seller Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other than the SEC Reportsapplicable legal and accounting requirements and reflect only actual transactions. (ii) The Seller and its Subsidiary have each filed all material reports, none of the Companies has filed or been registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1991 with (A) the Federal Reserve Board, (B) the OCC, (C) the FDIC, (D) the Commonwealth of Massachusetts and (E) any other state or federal banking regulatory authority to which such reports are required to be filed, (collectively, the "Regulatory Agency or statements with the SEC since March 31Agencies"), 2006and have paid all fees and assessments due and payable in connection therewith, except for those fees and assessments that would not be material or which are not yet due and payable.

Financial Statements and Reports. True, correct and complete copies of the following financial statements are included in Schedule 4.7: (a) The audited consolidated balance sheets at March Consolidated Balance Sheets for Citizens as of December 31, 20092001, March 312002 and 2003, 2008 and March 31, 2007 of the Companies and their Subsidiaries and the related consolidated statements audited Consolidated Statements of operationsIncome, stockholders equity Statements of Cash Flows and other comprehensive income Consolidated Statements of Changes in Stockholders’ Equity of Citizens for the years ended December 31, 2001, 2002 and 2003; (lossb) unaudited Consolidated Balance Sheet for Citizens as of June 30, 2004, and the related unaudited Consolidated Statements of Income, Statements of Cash Flows; and (c) Call Reports for the Bank as of the close of business on December 31, 2001, 2002 and 2003, and for the fiscal year then endedsix months ended June 30, reported 2004. The financial statements described in clauses (a) and (b) have been prepared in conformity with GAAP and comply in all material respects with the published rules and regulations of the SEC. The financial statements described in clause (c) above have been prepared on a basis consistent with past accounting practices and as required by KPMG LLP applicable Legal Requirements and fairly present the consolidated financial condition and results of operations at the dates and for the periods presented. Taken together, the financial statements described in clauses (a), (b) and (c) above (collectively, and including the notes thereto, the “Citizens Financial Statements”) have been delivered (including by filing publicly by XXXXX with are complete and correct in all material respects and fairly and accurately present the SEC) on or prior to respective financial position, assets, liabilities and results of operations of Citizens and the date hereofBank as at the respective dates of, have been prepared in accordance with GAAP consistently applied throughout and for the periods covered (except as disclosed therein and exceptreferred to in, with respect to unaudited the Citizens Financial Statements, for the absence of footnotes and subject to normal year-end non-material audit adjustments) and present fairly adjustments in all material respects amounts consistent with past practice in the consolidated financial position case of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) unaudited Citizens Financial Statements. The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and Citizens Financial Statements do not include any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact assets or omit to state a any material fact required to be stated therein liabilities, absolute or necessary contingent, or other facts, which inclusion or omission would render the Citizens Financial Statements misleading in order to make the statements therein, in light any material respect as of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required respective dates and for the periods referred to be included therein pursuant to Sections 302 and 906 of in the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006respective Citizens Financial Statements.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March of the Company as of December 31, 2009, March 1996 and December 31, 2008 and March 31, 2007 of the Companies and their Subsidiaries 1997 and the related consolidated audited statements of operations, stockholders stockholders' equity and other comprehensive income (loss) cash flows for each of the years ended December 31, 1996 and for the fiscal year then endedDecember 31, reported on by KPMG LLP 1997 (the “Financial Statements”) have been "COMPANY AUDITED FINANCIAL STATEMENTS"), delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared Parent in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and exceptSection 6.3(i), with respect to unaudited Financial Statementsin each case, for the absence of footnotes and normal year-end audit adjustments) and present fairly fairly, in all material respects respects, the consolidated financial position of the Companies Company and their Subsidiaries any subsidiaries as at of the dates thereof and the consolidated their results of their operations and cash flows changes in financial position for the periods then ended in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods then ended. (b) . The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX also furnished Parent with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K unaudited consolidated statements of operations, stockholder's equity and cash flows of the Company (or, where applicable, Frontier Airlines) and any subsidiaries for each of the fiscal years twelve months ended March December 31, 2009, 2008 1998 and 2007; (ii) the Quarterly Report on Form 10-Q unaudited consolidated balance sheet of the Company (or, where applicable, Frontier Airlines) for each and any subsidiaries as of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and 1998 (iiithe "BALANCE SHEET DATE") each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”"COMPANY UNAUDITED FINANCIAL STATEMENTS"). As The consolidated balance sheets included in the Company Unaudited Financial Statements fairly present the financial position of the Company and any subsidiaries as of their respective datesdates and the other statements included in the Company Unaudited Financial Statements fairly present the results of operations, shareholders' equity and changes in financial position, as the SEC Reports (i) were timely filed with case may be, of the SEC; (ii) compliedCompany and any subsidiaries for the period therein set forth, in all material respects, each case in accordance with generally accepted accounting principles consistently applied during the applicable requirements of periods involved except as otherwise stated therein and provided that the Exchange Act Company Unaudited Financial Statements lack footnotes and the Securities Act; other presentation items required by generally accepted accounting principles and (iii) did are subject to normal year-end adjustments which adjustments are not contain any untrue statement of a material fact or omit to state a material fact required expected to be stated therein or necessary material in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006amount.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March 31, 2009, March 31, 2008 and March 31, 2007 of Except for the Companies and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income (loss) and Form 10-KSB for the fiscal year then endedended June 30, reported on by KPMG LLP (2003, the “Financial Statements”) have Form 10-QSB for the quarter ended September 30, 2003, the Form 10-QSB for the quarter ended December 31, 2003, which has not been delivered (including by filing publicly by XXXXX filed with the SEC) on or prior to , since March 19, 2003, AmerAlia has timely filed all required forms, reports, statements and documents with the date hereofSEC, all of which have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly complied in all material respects the consolidated financial position of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; , as the case may be. AmerAlia has delivered or made available to the Sentient Entities true and complete copies of (i) AmerAlia's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2002, (ii) AmerAlia's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2003, (iii) did not contain all other forms, reports, statements and documents filed by AmerAlia with the SEC pursuant to the Exchange Act since June 30, 2002, and (iv) all reports, statements and other information provided by AmerAlia to its stockholders since July 1, 2002 (collectively, the "SEC Reports"). (b) The Company has provided the Sentient Entities, through the Closing, with such information regarding its and the Subsidiary's financial condition, assets (and assets to be acquired in the Acquisition Transaction), operations and proposed operations, management and proposed management, and business plan, the Acquisition Transaction, and other information (collectively, the "Corporate Disclosure") as the Sentient Entities may have requested. The term "Corporate Disclosure" includes (without limitation) confidential and non-public information that the Company has provided to the Sentient Entities with respect to the Acquisition Transaction. (c) As of their respective dates, neither the SEC Reports nor the Corporate Disclosure contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The . (d) Each of the consolidated financial statements of AmerAlia included or incorporated by reference in the SEC Reports included were prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and results of operations, cash flows and of changes in stockholders' equity of AmerAlia and its consolidated subsidiaries as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, and except that the unaudited interim financial statements do not contain all of the disclosures required by GAAP. Since June 30, 2002 there has been no change in any of the significant accounting (including tax accounting) policies, practices, or will include procedures of AmerAlia or any of its consolidated subsidiaries except as disclosed in the SEC Reports. AmerAlia is and has been subject to the reporting requirements of the Exchange Act and except as set forth in Section 5.2(a), has timely filed with the SEC all certificates periodic reports required to be included therein filed by it pursuant thereto and all reports required to be filed under Sections 302 and 906 13, 14 or 15(d) of the Xxxxxxxx-Xxxxx Exchange Act since March 19, 2003. Since June 30, 2002, the only change of significance to AmerAlia that has not been included in an SEC Report has been (i) the removal of the AmerAlia common stock from the Nasdaq SmallCap Market on or about August 21, 2002, as amended a result of AmerAlia's failure to meet the minimum bid price requirement imposed by Nasdaq and (the “SOX Act”)ii) AmerAlia's continuing accrual of unpaid salaries, fees, expense reimbursement, legal fees, and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of accounting fees since the date of this Agreement, other than the last SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006Report.

Financial Statements and Reports. AHB has delivered to IBKC (ai) The its audited consolidated balance sheets at March as of December 31, 20092002 and 2003, March 31and its unaudited balance sheet as of June 30, 2008 and March 312004, 2007 of the Companies and their Subsidiaries and the related consolidated audited and unaudited statements of operationsincome, stockholders shareholders’ equity and other comprehensive income cash flows (loss“Operating Statements”) and for the fiscal year respective years and six months then ended, reported on by KPMG LLP the related notes thereto, and the report of its independent public accountants with respect thereto in the case of annual financial statements (collectively, the “Financial Statements”), (ii) have been delivered (including all call reports made by filing publicly the Bank to any regulatory agency and all reports made by XXXXX with the SEC) on or prior AHB to the date hereofFederal Reserve since, have been prepared in accordance with GAAP consistently applied throughout and to the periods covered (except as disclosed therein and except, extent permitted by law all examination reports with respect to unaudited AHB or the Bank or made by any regulatory authority since, December 31, 2000, and (iii) its reports and proxy statements sent to shareholders in 2001 and thereafter. The Financial StatementsStatements have been, and the financial statements delivered pursuant to Section 4.7 will be, prepared in conformity with GAAP applied consistently with prior periods, and present and will present fairly, in conformity with GAAP, AHB’s consolidated results of operations for the absence respective periods covered thereby, and its consolidated financial condition as of footnotes the respective dates thereof. All reports referred to in clause (ii) above have been filed on the appropriate form and normal year-end audit adjustments) and present fairly prepared in all material respects the consolidated financial position of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX in accordance with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act regulating agency. AHB and the Securities Act; Bank do not have, nor are any of their assets subject to, any material liability or obligation of any kind, whether absolute, accrued, contingent, known, unknown, matured or unmatured, that is not reflected and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary adequately reserved against in order to make the statements therein, in light latest balance sheet forming part of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended Operating Statements (the “SOX ActLatest Balance Sheet”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006.

Financial Statements and Reports. (a) The Section 5.12(a) of the Disclosure Letter sets forth the following with respect to the Business: (i) (A) the audited consolidated balance sheets at sheet as of March 31, 2009, 2005 and the related audited statements of income and cash flows for the 12‑month period ended March 31, 2008 2005 and the related notes of Seller and its Subsidiaries related to the Business and (B) the unaudited balance sheet as of March 31, 2007 of the Companies and their Subsidiaries 2004 and the related consolidated statements unaudited income statement for the 12‑month period ended March 31, 2004 of operations, stockholders equity Seller and other comprehensive income its Subsidiaries related to the Business (loss(A) and (B) together, the "Year‑End Financials"), and (ii) unaudited balance sheet as of December 31, 2005 (the "Most Recent Balance Sheet"), and the related unaudited income statement for the fiscal year then ended9‑month period ended December 31, reported on by KPMG LLP 2005 of Seller and its Subsidiaries related to the Business (together with the “Most Recent Balance Sheet, the "Interim Financials"). The Year‑End Financials and the Interim Financials (collectively, the "Financial Statements”") have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently GAAP, applied throughout in a consistent manner, except that the Interim Financials do not contain the notes required by GAAP. The Financial Statements present fairly the financial condition, operating results and cash flows of the Business as of the dates and for the periods covered indicated therein. (except as disclosed therein and except, b) Neither Seller nor any Transferred Subsidiary has any Liability with respect to unaudited the Business, except for (i) Liabilities reflected in the Financial Statements, (ii) Liabilities which have arisen since the date of the Most Recent Balance Sheet in the ordinary course of business, (iii) contractual and other Liabilities incurred but which are not required by GAAP to be reflected on a balance sheet and (iv) the Excluded Liabilities. (c) Seller and each Transferred Subsidiary maintain accurate books and records reflecting their respective assets and liabilities and maintain proper and adequate internal accounting controls which are designed to provide reasonable assurance that (i) transactions related to the Business are executed with management's authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of Seller and its Subsidiaries and to maintain accountability for the absence assets of footnotes the Business, (iii) access to assets of the Business is permitted only in accordance with Seller's management's authorization, (iv) the reporting of assets of the Business is compared with existing assets at regular intervals, and normal year-end audit adjustments(v) accounts, notes and present fairly other receivables and inventory related to the Business were recorded accurately, and proper and adequate procedures are implemented to effect in all material respects the consolidated financial position of the Companies collection thereof on a current and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then endedtimely basis. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March of the Seller Entities as of December 31, 2009, March 2013 and December 31, 2008 and March 31, 2007 of the Companies and their Subsidiaries 2012 and the related consolidated statements of operationscomprehensive loss, stockholders stockholders’ equity and other comprehensive income (loss) cash flows for each of the years ended December 31, 2013 and for December 31, 2012, together with the fiscal year then endednotes thereto, reported on by KPMG LLP Hacker, Xxxxxxx & Xxxxx, PA and previously furnished to Purchaser: (the “Financial Statements”i) in all material respects have been delivered prepared from, and are in accordance with, the books and records of the Seller Entities, (including by filing publicly by XXXXX with the SECii) on or prior to the date hereof, in all material respects have been prepared in accordance with GAAP consistently applied throughout the periods covered on a consistent basis; and (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustmentsiii) and present fairly in all material respects the consolidated financial position of the Companies and their Subsidiaries as Seller Entities at the dates thereof set forth therein and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of the Seller Entities for the periods then endedstated therein except, in each case, as indicated in such statements or the notes thereto. As of the date hereof, Hacker, Xxxxxxx & Xxxxx, PA has not resigned (or informed Seller that it intends to resign) or been dismissed as independent public accountants of Seller as a result of or in connection with any disagreements with Seller on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Section 3.6(a) of the Seller Disclosure Memorandum lists all non-audit services performed by Hacker, Xxxxxxx & Xxxxx, PA for Seller. (b) The Company (orExcept as would not reasonably be expected to have a Seller Material Adverse Effect, where applicableeach Seller Entity has timely filed all reports, Frontier Airlines) has registrations, statements and certifications, together with any amendments required to be made available (with respect thereto, that they were required to file since January 1, 2012 with all applicable Regulatory Agencies and with each other applicable Governmental Authority, and all other reports and statements required to be filed by it since January 1, 2012, including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Authority, has paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments would not reasonably be expected to have a Seller Material Adverse Effect, and, as of the date hereof, there are no material unresolved violations or exceptions by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 any Regulatory Agencies in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”)connection therewith. As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) compliedsuch reports, registrations, statements and certifications did not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any nay untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included Except for normal examinations conducted by a Regulatory Agency in the ordinary course, there is no pending proceeding before, or, to Seller’s Knowledge, threatened, examination or will include all certificates required to be included therein pursuant to Sections 302 and 906 investigation by, any Regulatory Agency into the business or operations of any Seller Entity. (c) On November 20, 2012, the Office of Chief Counsel of the Xxxxxxxx-Xxxxx Act Division of 2002, as amended Corporation Finance of the staff of the SEC (the “SOX ActDivision”)) issued to Seller a letter (the “No-Action Letter”) stating that the Division will not object if Seller stops filing Exchange Act Documents. In reliance on the No-Action Letter, and Seller suspended filing Exchange Act Documents ninety (90) days after filing with the internal control report and attestation SEC, on December 28, 2012, a Form 15. None of the CompanySeller’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been subsidiaries are required to file any other Exchange Act Documents or make any reports or filings under the Exchange Act. No information provided by Seller to its shareholders, in connection with annual or special meetings of shareholders or otherwise, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements with made therein, in light of the SEC since March 31circumstances under which they were made, 2006not misleading. (d) The records, systems, controls, data and information of each Seller Entity 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, or appropriate license by, a Seller Entity or Seller’s accountants (including all means of access thereto and therefrom), except for non-exclusive ownership and non-direct control that would not reasonably be expected to have a Seller Material Adverse Effect. Since January 1, 2012: (i) no Seller Entity nor, to the Knowledge of Seller, any director, officer, employee, auditor, accountant or representative of any Seller Entity, has received or otherwise had or obtained Knowledge of any material written complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of any Seller Entity or its respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Seller Entity has engaged in questionable accounting or auditing practices; and (ii) no attorney representing any Seller Entity, whether or not employed by any Seller Entity, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by any Seller Entity or any of its respective officers or directors or employees who have a significant role in the Seller Entities’ internal control over financial reporting to the Board of Directors of Seller or any committee thereof or to any director or officer of Seller. (e) The information contained in the budget or the pro forma financial information (including, without limitation, the projections and forecasts contained therein) that was provided by Seller to Purchaser, was based upon reasonable assumptions, which assumptions and such budget or pro forma financial information, remain, to Seller’s Knowledge, reasonable.

Financial Statements and Reports. It has delivered to First Guaranty (ai) The audited consolidated its balance sheets at March as of December 31, 20092005 and 2006, March 31and as of June 30, 2008 and March 312007, 2007 of the Companies and their Subsidiaries and the related consolidated statements of operationsincome, stockholders shareholders’ equity and other comprehensive income changes in financial position (loss“Operating Statements”) and for the fiscal year then endedrespective years and the three and six months ended June 30, reported on by KPMG LLP 2007, the related notes thereto, and the report of its independent public accountants with respect thereto in the case of annual financial statements (collectively, the “Financial Statements”), (ii) all call reports made by First Community Bank to any regulatory agency and all reports made by it to the Federal Reserve Board since, and to the extent permitted by law all examination reports with respect to it or First Community Bank or made by any regulatory authority since, December 31, 2001, and (iii) its reports or proxy statements sent to shareholders in 2002 and thereafter. The Financial Statements have been and the financial statements delivered pursuant to Section 4.7 will be prepared in conformity with generally accepted accounting principles (including by filing publicly by XXXXX “GAAP”) applied consistently with prior periods, and present and will present fairly, in conformity with GAAP, its results of operations for the SEC) on or prior respective periods covered thereby, and its financial condition as of the respective dates thereof. All reports referred to the date hereofin clause (ii), above, have been filed on the appropriate form and prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects in accordance with the consolidated financial position requirements of the Companies regulating agency. It and their Subsidiaries as at the dates thereof and the consolidated results First Community Bank do not have, nor are any of their operations assets subject to, any material liability or obligation of any kind, whether absolute, accrued, contingent, known, unknown, matured or unmatured, that is not reflected and cash flows for adequately reserved against in the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K latest balance sheet forming part of the Company Financial Statements (orthe “Latest Balance Sheet”) other than deposit liabilities, where applicable, Frontier Airlines) for each unfunded letters of credit and loan commitments in the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q ordinary course of the Company (or, where applicable, Frontier Airlines) for each of the periods ended business consistent with past practices incurred since June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March 31Parent has timely filed all required forms, 2009reports, March 31, 2008 statements and March 31, 2007 of documents with the Companies Securities and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income (loss) and for the fiscal year then ended, reported on by KPMG LLP Exchange Commission (the “Financial Statements”"Commission") all of which have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly complied in all material respects the consolidated financial position with all applicable requirements of the Companies and their Subsidiaries as at the dates thereof Securities Act and the consolidated results Securities Exchange Act of their operations and cash flows for 1934, as amended (the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) "Exchange Act"). Parent has delivered or made available (including by filing publicly by XXXXX with to Company and the SEC) to the Investor a Shareholders true and complete copy copies of (i) the Parent's Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years year ended March October 31, 20092001, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (orits proxy statement relating to Parent's annual stockholders meeting held March 26, where applicable2002, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statementall other forms, report on Form 8-Kreports, proxy statement, information statement or other report or statement required to be statements and documents filed by the Company (or, where applicable, Frontier Airlines) Parent with the SEC Commission since March October 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC 2001 (collectively, the “SEC "Parent Reports”"). As of their respective dates, the SEC Parent Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The SEC Reports consolidated financial statements of Parent included or will include all certificates required to be included therein pursuant to Sections 302 and 906 incorporated by reference in the Parent Reports were prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the Xxxxxxxx-Xxxxx Act related report thereon of 2002, as amended (the “SOX Act”independent certified public accounts), and present fairly the internal control report financial position and attestation results of operations, cash flows and of changes in stockholders' equity of Parent and its consolidated subsidiaries as of the Company’s outside auditors required by Section 404 dates and for the periods indicated, subject, in the case of the SOX Act. As of the date of this Agreementunaudited interim financial statements, other than the SEC Reportsto normal year-end audit adjustments, none of which either singly or in the Companies has filed aggregate are or been will be material, and except that the unaudited interim financial statements do not contain all of the disclosures required to file any other reports or statements with the SEC since March 31, 2006by GAAP.

Financial Statements and Reports. The Company shall furnish to the Purchasers: (a) The audited consolidated balance sheets at March 31, 2009, March 31, 2008 and March 31, 2007 as soon as available but in any event within ninety (90) days after the end of the Companies and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income each fiscal year (loss) and for commencing with the fiscal year then endedending September 1, reported on 2000) balance sheets, income statements and cash flow statements of the Company, showing its financial condition as at the end of such fiscal year and the results of its operations for such fiscal year, all the foregoing financial statements (other than any consolidating schedules) to be audited by KPMG LLP (the “Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior independent chartered accountants of nationally-recognized standing reasonably acceptable to the date hereof, have been Purchasers and prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then endedGAAP. (b) The Company (oras soon as available but in any event within 45 days after the end of each fiscal quarter, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX commencing with the SECfiscal quarter including the Closing Date, the unaudited balance sheets, income statements and cash flow statements (along with comparisons to budget), showing the financial condition as at the end of such fiscal quarter, and the results of operations for such fiscal quarter and for the then elapsed portion of the fiscal year, for the Company in each case prepared in accordance with GAAP, subject to normal year-end adjustments (none of which alone or in the aggregate would result in a Material Adverse Effect) and the absence of notes thereto; (c) as soon as received, copies of any notice of potential liability or charge or complaint received by the Company from any governmental authority which could reasonably cause the Company or any of its subsidiaries to incur liabilities in excess of $250,000; (d) concurrently with the Investor statements provided pursuant to clauses (a) and (c) a true and complete copy certificate of (i) the Annual Report on Form 10-K Chief Financial Officer of the Company (or, where applicable, Frontier Airlines) for each containing a narrative management discussion and analysis of the fiscal years ended March 31, 2009, 2008 financial condition and 2007; (ii) the Quarterly Report on Form 10-Q results of operations of the Company for the periods covered by such statements; (ore) promptly upon their becoming available, where applicablecopies of any statements, Frontier Airlinesreports and other communications, if any, which the Company shall have generally provided to its stockholders, or to the Senior Lenders, or material statements, reports and other communications to particular stockholders or to the Company's directors; (f) for promptly upon receipt thereof, copies of all financial and management reports submitted to the Company by its independent auditors in connection with each annual audit of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation books of the Company’s outside auditors required by Section 404 of ; (g) promptly, from time to time, such other information (in writing if so requested) regarding the SOX Act. As of assets and properties (including the date of this Agreementcollateral) and operations, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006.business

Financial Statements and Reports. The Obligors shall furnish to the Purchasers: (a) The audited as soon as available but in any event within ninety (90) days after the end of each fiscal year, consolidated balance sheets at March 31sheets, 2009, March 31, 2008 income statements and March 31, 2007 cash flow statements of the Companies and Obligors, showing their Subsidiaries financial condition as at the end of such fiscal year and the related results of their operations for such fiscal year, all the foregoing financial statements (other than any consolidating schedules) to be audited by independent chartered accountants of nationally-recognized standing reasonably acceptable to the Purchasers and prepared in accordance with GAAP. (b) as soon as available but in any event within forty-five (45) days after the end of each fiscal quarter, commencing with the fiscal quarter including the Closing Date, the unaudited consolidated balance sheets, income statements and cash flow statements (along with comparisons to budget), showing the financial condition as at the end of operationssuch fiscal quarter, stockholders equity and other comprehensive income (loss) the results of operations for such fiscal quarter and for the then elapsed portion of the fiscal year then endedyear, reported on for the Obligors in each case prepared in accordance with GAAP, subject to normal year-end adjustments (none of which alone or in the aggregate would result in a Material Adverse Effect) and the absence of notes thereto; (c) as soon as received, copies of any notice of potential liability or charge or complaint received by KPMG LLP any Obligor from any governmental authority which could reasonably cause the Company or any of their subsidiaries to incur liabilities in excess of $250,000; (the “Financial Statements”d) have been delivered (including by filing publicly by XXXXX concurrently with the SECstatements provided pursuant to clauses (a) on and (c) a certificate of the Chief Financial Officer of the Company containing a narrative management discussion and analysis of the financial condition and results of operations of the Company for the periods covered by such statements; (e) promptly upon their becoming available, copies of any statements, reports and other communications, if any, which the Company shall have generally provided to its stockholders, or prior to the date hereofSenior Lenders, have or material statements, reports and other communications to particular stockholders or to the Company's directors; (f) promptly upon receipt thereof, copies of all financial and management reports submitted to the Obligors by their independent auditors in connection with each annual audit of the books of the Obligors; (g) promptly, from time to time, such other information (in writing if so requested) regarding the assets and properties and operations, business affairs and financial condition of the Obligors as the Purchasers may reasonably request; and (h) all filings with the Securities and Exchange Commission. Each certificate of the Chief Financial Officer of the Company (and, in the case of year-end financial statements and reports, the independent auditors of the Company) delivered under this Section 6.10 shall certify that the statement or report to which such certificate relates fairly presents in all material respects the financial position and results of operations of the Company and its subsidiaries at the dates thereof and for the periods then ended and has been prepared in accordance with GAAP consistently applied throughout GAAP, in the periods covered (except as disclosed therein and exceptcase of unaudited financial statements, with respect subject to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustmentsadjustments (none of which alone or in the aggregate would result in a Material Adverse Effect) and present fairly in all material respects the consolidated financial position absence of notes thereto, no Event of Default has occurred and is continuing and to the best of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) Chief Financial Officer's knowledge no event or condition has made available (including by filing publicly by XXXXX with the SEC) to the Investor occurred which would have a true and complete copy of (i) the Annual Report Material Adverse Effect on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006.

Financial Statements and Reports. (a) The Citizens has delivered to the Company true and complete copies of its (i) audited consolidated balance sheets at March as of December 31, 20091999, March 31, 2008 1998 and March 31, 2007 of the Companies 1997 and their Subsidiaries and the related consolidated statements of operationsincome, stockholders changes in stockholders' equity and other comprehensive income (loss) and cash flows for the fiscal year years then ended, reported on by KPMG LLP and (ii) unaudited consolidated balance sheets as of September 30, 2000 and 1999 and related consolidated statements of income, changes in stockholders' equity and cash flows for the “Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, nine-month periods then ended. Such financial statements have been prepared in accordance with GAAP consistently applied throughout from the periods covered (except as disclosed therein books and exceptrecords of Citizens, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position condition as of the Companies and their Subsidiaries as at the dates thereof relevant dates, and the consolidated results of their operations and cash flows for the relevant periods, all in accordance with generally accepted accounting principles consistently applied throughout the periods then endedcovered, except as stated therein (subject, in the case of unaudited financial statements, to the exclusion of normal year-end adjustments and footnote disclosures required by generally accepted accounting principles). Citizens does not have any Liabilities of a type which should be included in or reflected in such financial statements or the notes thereto, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except (i) as to the extent disclosed or reflected in such financial statements, (ii) Liabilities incurred in the ordinary course of business since September 30, 2000, which individually or in the aggregate would not result in a Material Adverse Effect upon Citizens, or (iii) Liabilities under this Agreement and fees and expenses related thereto. Citizens has delivered to the Company true and complete copies of all management letters delivered to Citizens by Tiller and Company (or any predecessor thereto) relating to the internal controls of Citizens during any period from and after December 31, 1996. (b) The Company (or, where applicable, Frontier Airlines) Citizens has made available (including by filing publicly by XXXXX with the SEC) delivered to the Investor a Company true and complete copy copies of each of CB&T's, Baytown's and Pasadena's (i) the Annual Report on Form 10-K audited balance sheets as of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March December 31, 20091999 and 1998 and related statements of income, 2008 changes in stockholders' equity and 2007; cash flows for the years then ended, and (ii) the Quarterly Report on Form 10-Q unaudited balance sheets as of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 2000 and 2007 1999 and related statements of income, changes in stockholders' equity and cash flows for the nine-month periods then ended. Citizens has delivered to the Company true and complete copies of Bay City's (i) audited balance sheet as of December 31, 2008 1999 and 2007; related statement of income, changes in stockholders' equity and cash flows for the year then ended, (ii) unaudited balance sheet as of December 31, 1998 and related statement of income, changes in stockholders' equity and cash flows for the year then ended, and (iii) unaudited balance sheets as of September 30, 2000 and 1999 and related statements of income, changes in stockholders' equity and cash flows for the nine-month periods then ended. Such financial statements have been prepared from the books and records of each registration statementsuch bank, report on Form 8present fairly the financial condition as of the relevant dates, and the results of operations and cash flows for the relevant periods, all in accordance with generally accepted accounting principles consistently applied throughout the periods covered, except as stated therein (subject, in the case of unaudited financial statements, to the exclusion of normal year-Kend adjustments and footnote disclosures required by generally accepted accounting principles). None of such banks has any Liabilities of a type which should be included in or reflected in such financial statements or the notes thereto, proxy statementwhether related to tax or non-tax matters, information statement accrued or other report contingent, due or statement not yet due, liquidated or unliquidated, or otherwise, except (i) as to the extent disclosed or reflected in such financial statements, (ii) Liabilities incurred in the ordinary course of business since September 30, 2000, which individually or in the aggregate would not result in a Material Adverse Effect upon such bank. Citizens has delivered to the Company true and complete copies of all management letters delivered to each such bank, by its independent auditors relating to the internal controls of such bank during any period from and after December 31, 1996. (c) Citizens and its Subsidiaries have filed all material documents and reports required to be filed by the Company (or, where applicable, Frontier Airlines) them with the SEC since March 31FRB, 2006 in each casethe TDB, in the form (including exhibits OCC, the FDIC and any amendments thereto) filed with other Governmental Authority under all other Applicable Laws (the SEC (collectively, the “SEC Reports”"Governmental Filings"). As All such Governmental Filings, as finally amended or corrected, complied in all material respects at the time of filing and at the time of any amended or supplemented filing with all requirements of their respective datesforms and with all Applicable Laws. (d) Citizens has not changed its independent auditing firm since December 31, the SEC Reports 1996, and there has been no disagreement (i) were timely filed with the SEC; (ii) complied, as such term is used in all material respects, with the applicable requirements Item 304 of the Exchange Act and Regulation S-K under the Securities Act; ) between Citizens and (iiiits independent auditing firm(s) did not contain since December 31, 1996 concerning any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light aspect of the circumstances under manner in which they were made, not misleading. The SEC Reports included Citizens maintains its books and records or will include all certificates required to be included therein pursuant to Sections 302 the manner in which it has reported upon its financial condition and 906 results of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006operations during such period.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March 31, 2009, March 31, 2008 and March 31, 2007 of the Companies and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income (loss) and for the fiscal year then ended, reported on by KPMG LLP (the “Financial Statements”) have been Company has delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a Citizens true and complete copy copies of its (i) the Annual Report on Form 10-K for the year ended December 31, 1999 (the "Company Annual Report"), as filed with the SEC, which contains the Company's audited consolidated balance sheets as of December 31, 1999 and 1998 and related consolidated statements of income, changes in shareholders' equity and cash flows for the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March December 31, 20091999, 2008 1998 and 2007; 1997, (ii) the Quarterly Report on Form 10-Q for the six-month period ended June 30, 2000 (the "Company Quarterly Report"), as filed with the SEC, which contains the unaudited consolidated balance sheets and related consolidated statements of income, changes in shareholders' equity and cash flows for the Company (or, where applicable, Frontier Airlines) for each of the six-month periods ended June 30, 2008 2000 and 20071999, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statementpress release containing unaudited financial statements for the nine-month period ending September 30, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by 2000. Such financial statements have been prepared from the books and records of the Company and its Subsidiaries, present fairly the financial position and operating results of the Company and its Subsidiaries as of the date and during the periods indicated and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered, except as stated therein (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each casesubject, in the form (including exhibits case of unaudited financial statements, to the exclusion of normal year-end adjustments and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”footnote disclosures required by generally accepted accounting principles). As The Company does not have any Liabilities of their respective datesa type that should be included in or reflected in such financial statements or the notes thereto, the SEC Reports whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except (i) were timely filed with as to the SEC; extent disclosed or reflected in such financial statements, (ii) compliedLiabilities incurred in the ordinary course of business since September 30, 2000, which individually or in all material respectsthe aggregate would not result in a Material Adverse Effect upon the Company, with the applicable requirements of the Exchange Act and the Securities Act; and or (iii) Liabilities under this Agreement and fees and expenses relating thereto. The Company Annual Report and the Company Quarterly Report did not at the respective times at which they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and nothing has come to the attention of the Company since those dates that would cause it to believe that such statements were untrue or misleading when made. The SEC Reports included or will include During the past 12 months, the Company has timely filed all certificates reports required to be included therein pursuant filed with the SEC. (b) The Company and its Subsidiaries have filed all material documents and reports required to Sections 302 be filed by them with the FRB, the OCC, the FDIC and 906 of the Xxxxxxxx-Xxxxx Act of 2002any other Governmental Authority under all other Applicable Laws. All such Governmental Filings, as finally amended (or corrected, complied in all material respects at the “SOX Act”), time of filing and at the internal control report time of any amended or supplemental filing with all requirements of their respective forms and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006all Applicable Laws.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March Partnership has delivered to the Company and SW Bank true and complete copies of its (i) statements of assets and liabilities as of December 31, 20091999, March 31, 2008 1998 and March 31, 2007 of the Companies 1997 and their Subsidiaries and the related consolidated statements of operations, stockholders equity revenues and other comprehensive income (loss) expenses and changes in partner's capital for the fiscal year years then ended, reported on by KPMG LLP and (ii) statements of assets and liabilities as of September 30, 2000 and 1999 and related statements of revenues and expenses and changes in partners' capital for the “Financial Statements”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, nine-month periods then ended. Such financial statements have been prepared in accordance with GAAP consistently applied throughout from the periods covered (except as disclosed therein books and exceptrecords of the Partnership, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position condition as of the Companies and their Subsidiaries as at the dates thereof relevant dates, and the consolidated results of their operations and cash flows for the periods then endedrelevant periods, all prepared on an accounting basis used by the Partnership for income tax purposes, which is a comprehensive basis of accounting other than generally accepted accounting principles. Except for any ground rent due and owing under the existing ground lease on the Land, the Partnership does not have any Liabilities of a type which should be included in or reflected in such financial statements or the notes thereto, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except (i) as to the extent disclosed or reflected in such financial statements, (ii) Liabilities incurred in the ordinary course of business since September 30, 2000, which individually or in the aggregate would not result in a Material Adverse Effect upon the Partnership, or (iii) Liabilities under this Agreement and fees and expenses related thereto. The Partnership has delivered to the Company and SW Bank true and complete copies of all management letters delivered to the Partnership by Tiller and Company (or any predecessor thereto) relating to the internal controls of the Partnership during any period from and after December 31, 1996. (b) The Company (or, where applicable, Frontier Airlines) Partnership has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true filed all material documents and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement reports required to be filed by them with all Governmental Authorities under all Applicable Laws (the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”"Governmental Filings"). As All such Governmental Filings, as finally amended or corrected, complied in all material respects at the time of filing and at the time of any amended or supplemented filing with all requirements of their respective datesforms and with all Applicable Laws. (c) The Partnership has not changed its independent accounting firm since December 31, the SEC Reports 1996, and there has been no disagreement (i) were timely filed with the SEC; (ii) complied, as such term is used in all material respects, with the applicable requirements Item 304 of the Exchange Act and Regulation S-K under the Securities Act; ) between the Partnership and (iiiits independent accounting firm(s) did not contain since December 31, 1996 concerning any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light aspect of the circumstances under manner in which they were made, not misleading. The SEC Reports included the Partnership maintains its books and records or will include all certificates required to be included therein pursuant to Sections 302 the manner in which it has reported upon its financial condition and 906 results of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006operations during such period.

Financial Statements and Reports. The Company shall furnish to the Purchasers: (a) The audited as soon as available but in any event within ninety (90) days after the end of each fiscal year, consolidated balance sheets at March 31sheets, 2009, March 31, 2008 income statements and March 31, 2007 cash flow statements of the Companies Company and their Subsidiaries its subsidiaries, showing its financial condition as at the end of such fiscal year and the related results of its operations for such fiscal year, all the foregoing financial statements (other than any consolidating schedules) to be audited by independent chartered accountants of nationally-recognized standing reasonably acceptable to the Purchasers and prepared in accordance with GAAP. (b) as soon as available but in any event within forty-five (45) days after the end of each fiscal quarter, commencing with the fiscal quarter including the Closing Date, the unaudited consolidated balance sheets, income statements and cash flow statements (along with comparisons to budget), showing the financial condition as at the end of operationssuch fiscal quarter, stockholders equity and other comprehensive income (loss) the results of operations for such fiscal quarter and for the then elapsed portion of the fiscal year then endedyear, reported on for the Company and its subsidiaries in each case prepared in accordance with GAAP, subject to normal year-end adjustments (none of which alone or in the aggregate would result in a Material Adverse Effect) and the absence of notes thereto; (c) as soon as received, copies of any notice of potential liability or charge or complaint received by KPMG LLP the Company or any of its subsidiaries from any governmental authority which could reasonably cause the Company or any of their subsidiaries to incur liabilities in excess of $250,000; (the “Financial Statements”d) have been delivered (including by filing publicly by XXXXX concurrently with the SECstatements provided pursuant to clauses (a) on and (c) a certificate of the Chief Financial Officer of the Company containing a narrative management discussion and analysis of the financial condition and results of operations of the Company for the periods covered by such statements; (e) promptly upon their becoming available, copies of any statements, reports and other communications, if any, which the Company shall have generally provided to its stockholders, or prior to the date hereofSenior Lenders, have or material statements, reports and other communications to particular stockholders or to the Company's directors; (f) promptly upon receipt thereof, copies of all financial and management reports submitted to the Company by their independent auditors in connection with each annual audit of the books of the Company; (g) promptly, from time to time, such other information (in writing if so requested) regarding the assets and properties and operations, business affairs and financial condition of the Company as the Purchasers may reasonably request; and (h) all filings with the Securities and Exchange Commission. Each certificate of the Chief Financial Officer of the Company (and, in the case of year-end financial statements and reports, the independent auditors of the Company) delivered under this Section 6.10 shall certify that the statement or report to which such certificate relates fairly presents in all material respects the financial position and results of operations of the Company and its subsidiaries at the dates thereof and for the periods then ended and has been prepared in accordance with GAAP consistently applied throughout GAAP, in the periods covered (except as disclosed therein and exceptcase of unaudited financial statements, with respect subject to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustmentsadjustments (none of which alone or in the aggregate would result in a Material Adverse Effect) and present fairly in all material respects the consolidated financial position absence of notes thereto, no Event of Default has occurred and is continuing and to the best of the Companies and their Subsidiaries as at Chief Financial Officer's knowledge no event or condition has occurred which would have a Material Adverse Effect on the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) Company. The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX audit report with the SEC) respect to the Investor financial statements referred to in clause (a) shall not contain a true and complete copy of (i) the Annual Report on Form 10-K "going concern" or like qualification or exception or any qualification arising out of the Company (or, where applicable, Frontier Airlines) for each scope of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006audit.

Financial Statements and Reports. (a) The audited consolidated balance sheets at March 31, 2009, March 31, 2008 and March 31, 2007 of the Companies and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income (loss) and for the fiscal year then ended, reported on by KPMG LLP (the “Financial Statements”) have been FBHC has delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy copies of its (i) the Annual Report on Form 10-K KSB for the year ended March 31, 1998 (the "FBHC Annual Report"), as filed with the SEC, which contains FBHC's audited consolidated statements of the Company (orfinancial condition as of March 31, where applicable1998 and 1997 and related consolidated statements of income, Frontier Airlines) changes in stockholders' equity and cash flows for each of the fiscal years ended March 31, 20091998, 2008 1997 and 2007; 1996, and (ii) the Quarterly Report on Form 10-Q QSB for the three month period ended June 30, 1998 (the "FBHC Quarterly Report"), as filed with the SEC, which contains the unaudited consolidated statements of financial condition and related consolidated statements of income, changes in stockholders' equity and cash flows for the Company (or, where applicable, Frontier Airlines) for each of the three-month periods ended June 30, 2008 1998 and 20071997. Such financial statements have been prepared from the books and records of FBHC, September present fairly the financial condition as of the relevant dates, and the results of operations and cash flows for the relevant periods, all in accordance with generally accepted accounting principles consistently applied throughout the periods covered, except as stated therein (subject, in the case of unaudited financial statements, to the exclusion of normal year-end adjustments and footnote disclosures required by generally accepted accounting principles). FBHC does not have any Liabilities of a type which should be included in or reflected in such financial statements or the notes thereto, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except (i) as to the extent disclosed or reflected in such financial statements, (ii) Liabilities incurred in the ordinary course of business since June 30, 2008 and 2007 and December 311998, 2008 and 2007; and which individually or in the aggregate would not result in a Material Adverse Effect upon FBHC, or (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits Liabilities under this Agreement and any amendments fees and expenses related thereto) filed with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act The FBHC Annual Report and the Securities Act; and (iii) FBHC Quarterly Report did not not, at the respective times at which they were filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included FBHC Annual Report and the FBHC Quarterly Report comply in all material respects with the applicable requirements of the Exchange Act. FBHC has delivered to the Company true and complete copies of all management letters delivered to FBHC by PricewaterhouseCoopers LLP (or will include any predecessor thereto) relating to the internal controls of FBHC during any period from and after March 31, 1995. (b) FBHC and its Subsidiaries have filed all certificates material documents and reports required to be included therein pursuant to Sections 302 filed by them with the OTS, the SEC, the FDIC and 906 of any other Governmental Authority under all other Applicable Laws (the Xxxxxxxx-Xxxxx Act of 2002"Governmental Filings"). All such Governmental Filings, as finally amended or corrected, complied in all material respects at the time of filing and at the time of any amended or supplemented filing with all requirements of their respective forms and with all Applicable Laws. (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies c) FBHC has filed or been required to file any other reports or statements with the SEC not changed its independent auditing firm since March 31, 20061995, and there has been no disagreement (as such term is used in Item 304 of Regulation S-K promulgated under the Securities Act) between FBHC and its independent auditing firm(s) since March 31, 1995 concerning any aspect of the manner in which FBHC maintains its books and records or the manner in which it has reported upon its financial condition and results of operations during such period.

Financial Statements and Reports. (a) The audited Schedule 3.07 of the HBI Disclosure Schedule includes copies of the following financial statements and reports of HBI and its Subsidiaries, including the notes thereto (collectively, the “HBI Financial Statements”): (i) internal (unaudited) consolidated balance sheets at March and related income statements for HBI for the fiscal years ended December 31, 2009, March 31, 2008 2018 and March 31, 2007 2019; (ii) internal (unaudited) consolidated balance sheet and income statement for HBI as of the Companies and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income (loss) and for the fiscal year then endedsix months ended June 30, reported on by KPMG LLP 2021; and (the iii) Call Reports (“Financial StatementsCall Reports”) have been delivered (including by filing publicly by XXXXX with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout for Xxxxxxx Bank & Trust for the periods covered (except as disclosed therein ending on December 31, 2018, 2019 and except2020, with respect to unaudited and June 30, 2021. The HBI Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and Statements present fairly in all material respects the consolidated financial position of HBI (with respect to the Companies Audited Financial Statements when supplied to FFC) and their Subsidiaries the HBI Financial Statements described in clause s (i) and (ii)) or Xxxxxxx Bank & Trust (with respect to the HBI Financial Statements described in clause (iii)) as of and at the dates thereof shown, and the consolidated results of their operations and operations, (if presented) cash flows and (if presented) changes in shareholders’ equity for the periods then endedcovered thereby and are complete and correct, represent bona fide transactions, and have been prepared from the books and records of HBI and its Subsidiaries. The HBI Financial Statements described in clause (i) above are audited financial statements and have been prepared in conformance with GAAP, except as may otherwise be indicated in any accountants’ notes or reports with respect to such financial statements. (b) The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended Since June 30, 2008 2021, on a consolidated basis, HBI and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or its Subsidiaries have not incurred any material liability other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, than in the form (including exhibits and any amendments thereto) filed ordinary course of business consistent with the SEC (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006past practice.