Common use of Financial Statements; Regulatory Reports Clause in Contracts

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB as required by Section 3.3(c) hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date shall be deemed to modify contrary information as of any earlier date. VCB has filed all material documents and reports required to be filed by it with the DBO and FDIC and any other government agency or regulatory authority having jurisdiction over its business, assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authorities. All compliance or corrective action relating to VCB required by government agencies and regulatory authorities having jurisdiction over VCB has been taken. Except as disclosed in such statements, reports or documents, VCB has not received any notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory authority or the staff thereof (i) asserting that it is not in compliance with any of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (ii) threatening to revoke any license, franchise, permit or government authorization. VCB has paid all assessments made or imposed by any government agency. VCB has delivered to FNB copies of all annual management letters and opinions, and has made available to FNB for inspection all reviews, correspondence and other documents in the files of VCB prepared by certified public accountants engaged by VCB and delivered to VCB since December 31, 2013. The financial records of VCB have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s general or specific authorization and recorded in conformity with generally accepted accounting principles at the time in effect. To the knowledge of VCB’s management, the data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCB.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB YCB as required by Section 3.3(c) 3.3.i. hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date shall be deemed to modify contrary information as of any earlier date. VCB NVBancorp has filed all material documents and reports required to be filed by it with the DBO and FDIC Commission, FDIC, FRB, the California Department of Financial Institutions and any other government agency or regulatory authority having jurisdiction over its their business, assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authorities. All compliance or corrective action relating to VCB NVBancorp and NVB required by government agencies and regulatory authorities having jurisdiction over VCB NVBancorp or NVB has been taken. Except as disclosed in such statements, reports or documents, VCB neither NVBancorp nor NVB has not received any notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory authority or the staff thereof (ia) asserting that it is not in compliance with any of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (iib) threatening to revoke any license, franchise, permit or government authorization. VCB has NVBancorp and NVB have paid all assessments made or imposed by any government agency. VCB NVBancorp has delivered to FNB YCB copies of all annual management letters and opinions, and has made available to FNB YCB for inspection all reviews, correspondence and other documents in the files of VCB NVBancorp prepared by certified public accountants engaged by VCB NVBancorp and delivered to VCB NVBancorp since December March 31, 2013. The financial records of VCB have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s general or specific authorization and recorded in conformity with generally accepted accounting principles at the time in effect. To the knowledge of VCB’s management, the data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCB.,

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB Westamerica as required by Section 3.3(c3.2(f) hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date included with such financial statements or other documents provided or to be provided to Westamerica shall be deemed to modify contrary information supplied to Westamerica as of any earlier date. VCB has Redwood Empire and NBR have filed all material documents and reports relating to Redwood Empire or NBR required to be filed by it with the DBO and FDIC and FRB, the FDIC, the OCC, or any other government agency or regulatory governmental authority having jurisdiction over its business, business or any of its assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authoritiesagencies. All Except as set forth in Section 4(h) of the Redwood Empire Disclosure Schedule, all compliance or corrective action relating to VCB Redwood Empire or any of its subsidiaries required by government agencies governmental authorities and regulatory authorities agencies having jurisdiction over VCB Redwood Empire or any of its subsidiaries has been taken. Except as disclosed in such statementsNeither Redwood Empire nor any of its subsidiaries is subject to any order, reports agreement or documents, VCB has not received any notification, formally written directive from or informally, from any agency or department of any federal, state or local government or with any regulatory authority with respect to its assets or the staff thereof (i) asserting that it is not in compliance with any business except for matters of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (ii) threatening to revoke any license, franchise, permit or government authorizationgeneral application. VCB has Redwood Empire and its subsidiaries have paid all assessments made or imposed by any government governmental agency. VCB has delivered to FNB copies of all annual management letters and opinions, and has made available to FNB for inspection all reviews, correspondence and other documents in the files of VCB prepared by certified public accountants engaged by VCB and delivered to VCB since December 31, 2013. The consolidated financial records of VCB Redwood Empire have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s 's general or specific authorization and recorded in conformity with generally accepted accounting principles GAAP, or applicable RAP, at the time in effect. To the knowledge of VCB’s management, the The data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB Redwood Empire in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCBRedwood Empire.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB Westamerica as required by Section 3.3(c3.2(f) hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date included with such financial statements or other documents provided or to be provided to Westamerica shall be deemed to modify contrary information supplied to Westamerica as of any earlier date. VCB has Redwood Empire and NBR have filed all material documents and reports relating to Redwood Empire or NBR required to be filed by it with the DBO and FDIC and FRB, the FDIC, the OCC, or any other government agency or regulatory governmental authority having jurisdiction over its business, business or any of its assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authoritiesagencies. All Except as set forth in Section 4(h) of the Redwood Empire Disclosure Schedule, all compliance or corrective action relating to VCB Redwood Empire or any of its subsidiaries required by government agencies governmental authorities and regulatory authorities agencies having jurisdiction over VCB Redwood Empire or any of its subsidiaries has been taken. Except as disclosed in such statementsNeither Redwood Empire nor any of its subsidiaries is subject to any order, reports agreement or documents, VCB has not received any notification, formally written directive from or informally, from any agency or department of any federal, state or local government or with any regulatory authority with respect to its assets or the staff thereof (i) asserting that it is not in compliance with any business except for matters of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (ii) threatening to revoke any license, franchise, permit or government authorizationgeneral application. VCB has Redwood Empire and its subsidiaries have paid all assessments made or imposed by any government governmental agency. VCB has delivered to FNB copies of all annual management letters and opinions, and has made available to FNB for inspection all reviews, correspondence and other documents in the files of VCB prepared by certified public accountants engaged by VCB and delivered to VCB since December 31, 2013. The consolidated financial records of VCB Redwood Empire have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s general or specific authorization and recorded in conformity with generally accepted accounting principles GAAP, or applicable RAP, at the time in effect. To the knowledge of VCB’s management, the The data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB Redwood Empire in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCBRedwood Empire.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB Redwood Empire as required by Section 3.3(c3.1(e) hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date shall be deemed to modify contrary information as of any earlier date. VCB Since 2001, Westamerica has filed all material documents and reports relating to Westamerica or its subsidiaries required to be filed by it with the DBO and FDIC and FDIC, the FRB, the DFI or any other government agency or regulatory governmental authority having jurisdiction over its business, business or any of its assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authoritiesagencies. All compliance or corrective action relating to VCB Westamerica or its subsidiaries required by government agencies governmental authorities and regulatory authorities agencies having jurisdiction over VCB Westamerica or its subsidiaries has been taken. Except as disclosed in such statements, reports or documents, VCB has not Westamerica and its subsidiaries have received any no notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory authority agency or the staff thereof (iA) asserting that it is Westamerica or any of its subsidiaries are not in material compliance with any of the statutes, regulations or ordinances which such government governmental or regulatory authority enforces, or (iiB) threatening to revoke any license, franchise, permit or government authorizationgovernmental authorization of Westamerica or any of its subsidiaries. VCB has Neither Westamerica nor any of its subsidiaries is subject to any order, agreement, or written directive with any regulatory authority with respect to its assets or business except for matters of general application. Westamerica and its subsidiaries have paid all assessments made or imposed by any government governmental agency. VCB has delivered to FNB copies of all annual management letters and opinions, and has made available to FNB for inspection all reviews, correspondence and other documents in the files of VCB prepared by certified public accountants engaged by VCB and delivered to VCB since December 31, 2013. The financial records of VCB Westamerica have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s 's general or specific authorization and recorded in conformity with generally accepted accounting principles GAAP at the time in effect. To the knowledge of VCB’s management, the data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCB.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB BNKA as required by Section 3.3(c) 3.3.f. hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date shall be deemed to modify contrary information as of any earlier date. VCB AMRBK has filed all material documents and reports required to be filed by it with the DBO Securities and FDIC Exchange Commission, FDIC, FRB, the DFI and any other government agency or regulatory authority having jurisdiction over its their business, assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authorities. All compliance or corrective action relating to VCB AMRBK and AMRB required by government agencies and regulatory authorities having jurisdiction over VCB AMRBK or AMRB has been taken. Except as disclosed in such statements, reports or documents, VCB neither AMRBK nor AMRB has not received any notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory authority or the staff thereof (ia) asserting that it is not in compliance with any of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (iib) threatening to revoke any license, franchise, permit or government authorization. VCB has AMRBK and AMRB have paid all assessments made or imposed by any government agency. VCB AMRBK has delivered to FNB BNKA copies of all annual management letters and opinions, and has made available to FNB BNKA for inspection all reviews, correspondence and other documents in the files of VCB AMRBK prepared by certified public accountants engaged by VCB AMRBK and delivered to VCB AMRBK since December March 31, 20132004. The financial records of VCB AMRBK have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s 's general or specific authorization and recorded in conformity with generally accepted accounting principles at the time in effect. To the knowledge of VCB’s management, the The data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB AMRBK in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCBAMRBK.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB NVBancorp as required by Section 3.3(c3.3(i) hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date shall be deemed to modify contrary information as of any earlier date. VCB SRNB has filed all material documents and reports required to be filed by it them with the DBO and FDIC OCC and any other government agency or regulatory authority having jurisdiction over its business, assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authorities. All compliance or corrective action relating to VCB SRNB required by government agencies and regulatory authorities having jurisdiction over VCB SRNB has been taken. Except as disclosed in such statements, reports or documents, VCB has SRNB have not received any notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory authority or the staff thereof (i) asserting that it is not in compliance with any of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (ii) threatening to revoke any license, franchise, permit or government authorization. VCB SRNB has paid all assessments made or imposed by any government agency. VCB SRNB has delivered to FNB NVBancorp copies of all annual management letters and opinions, and has made available to FNB NVBancorp for inspection all reviews, correspondence and other documents in the files of VCB SRNB prepared by certified public accountants engaged by VCB SRNB and delivered to VCB SRNB since December 31, 20131994. The financial records of VCB SRNB have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s 's general or specific authorization and recorded in conformity with generally accepted accounting principles at the time in effect. To the knowledge of VCB’s management, the The data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB SRNB in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCBSRNB.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB WABC as required by Section 3.3(c3.2(f) hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date included with such financial statements or other documents provided or to be provide to WABC shall be deemed to modify contrary information supplied to WABC as of any earlier date. VCB KSB has filed all material documents and reports relating to KSB required to be filed by it with the DBO and FDIC and FDIC, the DFI, or any other government agency or regulatory governmental authority having jurisdiction over its business, business or any of its assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authoritiesagencies. All compliance or corrective action relating to VCB KSB required by government agencies governmental authorities and regulatory authorities agencies having jurisdiction over VCB has KSB have been taken. Except as disclosed in such statementsKSB is not subject to any order, reports agreement or documents, VCB has not received any notification, formally or informally, from any agency or department of any federal, state or local government or written directive with any regulatory authority with respect to its assets or the staff thereof (i) asserting that it is not in compliance with any business except for matters of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (ii) threatening to revoke any license, franchise, permit or government authorizationgeneral application. VCB KSB has paid all assessments made or imposed by any government governmental agency. VCB has delivered KSB shall deliver to FNB WABC copies of all annual management letters and opinions, and has made shall make available to FNB WABC for inspection all reviews, correspondence and other documents in the files of VCB KSB prepared by Moss Adams or any other certified public accountants accountant engaged by VCB and delivered KSB anx xxlxxxxxd to VCB KSB since December 31January 1, 20131999. The consolidated financial records of VCB KSB have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s 's general or specific authorization and recorded in conformity with generally accepted accounting principles GAAP, or applicable RAP, at the time in effect. To the knowledge of VCB’s management, the The data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB KSB in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCBKSB.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB as required by Section 3.3(c) hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date shall be deemed to modify contrary information as of any earlier date. VCB ACB has filed all material documents and reports required to be filed by it with the DBO and FDIC and any other government agency or regulatory authority having jurisdiction over its business, assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authorities. All compliance or corrective action relating to VCB ACB required by government agencies and regulatory authorities having jurisdiction over VCB ACB has been taken. Except as disclosed in such statements, reports or documents, VCB ACB has not received any notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory authority or the staff thereof (i) asserting that it is not in compliance with any of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (ii) threatening to revoke any license, franchise, permit or government authorization. VCB ACB has paid all assessments made or imposed by any government agency. VCB ACB has delivered to FNB copies of all annual management letters and opinions, and has made available to FNB for inspection all reviews, correspondence and other documents in the files of VCB ACB prepared by certified public accountants engaged by VCB ACB and delivered to VCB ACB since December 31, 2013. The financial records of VCB ACB have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s general or specific authorization and recorded in conformity with generally accepted accounting principles at the time in effect. To the knowledge of VCBACB’s management, the data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB ACB in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCBACB.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB AMRBK as required by Section 3.3(c) 3.3.f. hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date shall be deemed to modify contrary information as of any earlier date. VCB BNKA has filed all material documents and reports required to be filed by it them with the DBO DFI and FDIC and any other government agency or regulatory authority having jurisdiction over its business, assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authorities. All compliance or corrective action relating to VCB BNKA required by government agencies and regulatory authorities having jurisdiction over VCB BNKA has been taken. Except as disclosed in such statements, reports or documents, VCB BNKA has not received any notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory authority or the staff thereof (i) asserting that it is not in compliance with any of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (ii) threatening to revoke any license, franchise, permit or government authorization. VCB BNKA has paid all assessments made or imposed by any government agency. VCB BNKA has delivered to FNB AMRBK copies of all annual management letters and opinions, and has made available to FNB AMRBK for inspection all reviews, correspondence and other documents in the files of VCB BNKA prepared by certified public accountants engaged by VCB BNKA and delivered to VCB BNKA since December 31, 20132001. The financial records of VCB BNKA have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s 's general or specific authorization and recorded in conformity with generally accepted accounting principles at the time in effect. To the knowledge of VCB’s BNKA's management, the data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB BNKA in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCBBNKA.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB Redwood Empire as required by Section 3.3(c3.1(e) hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date shall be deemed to modify contrary information as of any earlier date. VCB Since 2001, Westamerica has filed all material documents and reports relating to Westamerica or its subsidiaries required to be filed by it with the DBO and FDIC and FDIC, the FRB, the DFI or any other government agency or regulatory governmental authority having jurisdiction over its business, business or any of its assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authoritiesagencies. All compliance or corrective action relating to VCB Westamerica or its subsidiaries required by government agencies governmental authorities and regulatory authorities agencies having jurisdiction over VCB Westamerica or its subsidiaries has been taken. Except as disclosed in such statements, reports or documents, VCB has not Westamerica and its subsidiaries have received any no notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory authority agency or the staff thereof (iA) asserting that it is Westamerica or any of its subsidiaries are not in material compliance with any of the statutes, regulations or ordinances which such government governmental or regulatory authority enforces, or (iiB) threatening to revoke any license, franchise, permit or government authorizationgovernmental authorization of Westamerica or any of its subsidiaries. VCB has Neither Westamerica nor any of its subsidiaries is subject to any order, agreement, or written directive with any regulatory authority with respect to its assets or business except for matters of general application. Westamerica and its subsidiaries have paid all assessments made or imposed by any government governmental agency. VCB has delivered to FNB copies of all annual management letters and opinions, and has made available to FNB for inspection all reviews, correspondence and other documents in the files of VCB prepared by certified public accountants engaged by VCB and delivered to VCB since December 31, 2013. The financial records of VCB Westamerica have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s general or specific authorization and recorded in conformity with generally accepted accounting principles GAAP at the time in effect. To the knowledge of VCB’s management, the data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCB.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB SRNB as required by Section 3.3(c3.3(i) hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date shall be deemed to modify contrary information as of any earlier date. VCB NVBancorp has filed all material documents and reports required to be filed by it with the DBO and FDIC Commission, FDIC, FRB, the California Department of Financial Institutions and any other government agency or regulatory authority having jurisdiction over its their business, assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authorities. All compliance or corrective action relating to VCB NVBancorp and NVB required by government agencies and regulatory authorities having jurisdiction over VCB NVBancorp or NVB has been taken. Except as disclosed in such statements, reports or documents, VCB neither NVBancorp nor NVB has not received any notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory authority or the staff thereof (ia) asserting that it is not in compliance with any of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (iib) threatening to revoke any license, franchise, permit or government authorization. VCB has NVBancorp and NVB have paid all assessments made or imposed by any government agency. VCB NVBancorp has delivered to FNB SRNB copies of all annual management letters and opinions, and has made available to FNB SRNB for inspection all reviews, correspondence and other documents in the files of VCB NVBancorp prepared by certified public accountants engaged by VCB NVBancorp and delivered to VCB NVBancorp since December 31, 20131994. The financial records of VCB NVBancorp have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s 's general or specific authorization and recorded in conformity with generally accepted accounting principles at the time in effect. To the knowledge of VCB’s management, the The data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB NVBancorp in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCBNVBancorp.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB NVBancorp as required by Section 3.3(c) 3.3.i. hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date shall be deemed to modify contrary information as of any earlier date. VCB YCB has filed all material documents and reports required to be filed by it them with the DBO DFI and FDIC and any other government agency or regulatory authority having jurisdiction over its business, assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authorities. All compliance or corrective action relating to VCB YCB required by government agencies and regulatory authorities having jurisdiction over VCB YCB has been taken. Except as disclosed in such statements, reports or documents, VCB has YCB have not received any notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory authority or the staff thereof (i) asserting that it is not in compliance with any of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (ii) threatening to revoke any license, franchise, permit or government authorization. VCB YCB has paid all assessments made or imposed by any government agency. VCB YCB has delivered to FNB NVBancorp copies of all annual management letters and opinions, and has made available to FNB NVBancorp for inspection all reviews, correspondence and other documents in the files of VCB YCB prepared by certified public accountants engaged by VCB YCB and delivered to VCB since December 31, 2013YCB since. The financial records of VCB YCB have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s 's general or specific authorization and recorded in conformity with generally accepted accounting principles at the time in effect. To the knowledge of VCB’s YCB's management, the data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB YCB in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCBYCB.

Financial Statements; Regulatory Reports. No financial statement or other document provided or to be provided to FNB VCB as required by Section 3.3(c) hereof, as of the date of such document, contained, or as to documents to be delivered after the date hereof, will contain, any untrue statement of a material fact, or, at the date thereof, omitted or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were or will be made, not misleading; provided, however, that information as of a later date shall be deemed to modify contrary information as of any earlier date. VCB has FNB and FNBNC have filed all material documents and reports required to be filed by it them with the Securities and Exchange Commission, OCC, FDIC, FRB, DBO and FDIC and any other government agency or regulatory authority having jurisdiction over its business, assets or properties. All such reports conform in all material respects with the requirements promulgated by such government agencies and regulatory authorities. All compliance or corrective action relating to VCB FNB and FNBNC required by government agencies and regulatory authorities having jurisdiction over VCB FNB or FNBNC has been taken. Except as disclosed in such statements, reports or documents, VCB neither FNB nor FNBNC has not received any notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory authority or the staff thereof (i) asserting that it is not in compliance with any of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (ii) threatening to revoke any license, franchise, permit or government authorization. VCB has FNB and FNBNC have paid all assessments made or imposed by any government agency. VCB FNB has delivered to FNB VCB copies of all annual management letters and opinions, and has made available to FNB VCB for inspection all reviews, correspondence and other documents in the files of VCB FNB prepared by certified public accountants engaged by VCB FNB and delivered to VCB FNB since December 31, 2013. The financial records of VCB FNB have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management’s general or specific authorization and recorded in conformity with generally accepted accounting principles at the time in effect. To the knowledge of VCBFNB’s management, the data processing equipment, data transmission equipment, related peripheral equipment and software used by VCB FNB in the operation of its business to generate and retrieve its financial records are adequate for the current needs of VCBFNB.