Common use of Financial Statements; Regulatory Reports Clause in Contracts

Financial Statements; Regulatory Reports. 5.7.1. The Acquirer Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. Acquirer and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2004 with (i) any Bank Regulator, (ii) the SEC and (iii) each other applicable Governmental Entity, and all other reports and statements required to be filed since December 31, 2004, including 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 Bank Regulator or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. 5.7.2. Acquirer has previously made available to Yardville an accurate and complete copy of the Acquirer Financial Statements. The Acquirer Financial Statements (i) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto, or in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q or any successor form), (ii) have been prepared from, and are in accordance with, the books and records of Acquirer and the Acquirer Subsidiaries, (iii) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of Acquirer and the Acquirer Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof or as of the respective dates therein set forth, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Acquirer and the Acquirer Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP has not resigned or been dismissed as independent public accountants of Acquirer as a result of or in connection with any disagreements with Acquirer on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. 5.7.3. At the date of each balance sheet included in the Acquirer Financial Statements or the Acquirer Regulatory Reports neither Acquirer nor any Acquirer Subsidiary, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Acquirer Financial Statements or in the footnotes thereto or the Acquirer Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

Financial Statements; Regulatory Reports. 5.7.14.6.1. Yardville has previously made available to Acquirer an accurate and complete copy of the Yardville Regulatory Reports. The Acquirer Yardville Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. Acquirer Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.6.1, Yardville and each of its Subsidiaries have Yardville Subsidiary has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2004 with (i) any Bank Regulator, (ii) the SEC and (iii) each other applicable Governmental Entity, and all other reports and statements required to be filed since December 31, 2004, including 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 Bank Regulator or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. 5.7.24.6.2. Acquirer Yardville has previously made available to Yardville Acquirer an accurate and complete copy of the Acquirer Yardville Financial Statements. The Acquirer Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.6.2, the Yardville Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto, or in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q or any successor form), (ii) have been prepared from, and are in accordance with, the books and records of Acquirer Yardville and the Acquirer Yardville Subsidiaries, (iii) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) adjustments normal in nature and amount), the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of Acquirer Yardville and the Acquirer Yardville Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof or as of the respective dates therein set forth, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Acquirer Yardville and the Acquirer Yardville Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche KPMG LLP has not resigned or been dismissed as independent public accountants of Acquirer Yardville as a result of or in connection with any disagreements with Acquirer Yardville on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. 5.7.34.6.3. At the date of each balance sheet included in the Acquirer Financial Statements or the Acquirer Regulatory Reports neither Acquirer Neither Yardville nor any Acquirer Yardville Subsidiary, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Acquirer Yardville Financial Statements or in the footnotes thereto or the Acquirer Yardville Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein practice and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

Financial Statements; Regulatory Reports. 5.7.14.6.1. LIFC has previously made available to NYB the LIFC Regulatory Reports. The Acquirer LIFC Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. Acquirer and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2004 with (i) any Bank Regulator, (ii) the SEC and (iii) each other applicable Governmental Entity, and all other reports and statements required to be filed since December 31, 2004, including 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 Bank Regulator or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. 5.7.24.6.2. Acquirer LIFC has previously made available to Yardville an accurate and complete copy of NYB the Acquirer LIFC Financial Statements. The Acquirer LIFC Financial Statements (i) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto, or in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q or any successor form), (ii) have been prepared fromGAAP, and are in accordance with, the books and records of Acquirer and the Acquirer Subsidiaries, (iii) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) ), the consolidated financial position, results of operations, changes in shareholders’ equity operations and cash flows of Acquirer LIFC and the Acquirer LIFC Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof or as of the respective dates therein set forththereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Acquirer and the Acquirer Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP has not resigned or been dismissed as independent public accountants of Acquirer as a result of or in connection with any disagreements with Acquirer on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.Q. 5.7.34.6.3. At the date of each balance sheet included in the Acquirer LIFC Financial Statements or the Acquirer LIFC Regulatory Reports Reports, neither Acquirer LIFC nor any Acquirer SubsidiaryLong Island Commercial Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Acquirer LIFC Financial Statements or LIFC Regulatory Reports or in the footnotes thereto or the Acquirer Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein practice and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

Financial Statements; Regulatory Reports. 5.7.1. The Acquirer Regulatory Reports (a) Except as set forth in a list (the “FCBS Filings List”), since January 1, 2004, FCBS and FCBS Bank, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. Acquirer and each of its Subsidiaries have timely filed all reports, returns, registrations and statementsstatements (such reports and filings referred to as “FCBS Filings”), together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2004 be filed with (ia) the FDIC, (b) the OCC, (c) the FRB, and (d) any Bank Regulator, (ii) the SEC and (iii) each other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a Material Adverse Effect. No administrative actions have been taken or orders issued in connection with such FCBS Filings. As of their respective dates, each of such FCBS Filings (y) complied in all other reports material respects with all laws and statements regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such FCBS Filings fairly presented the financial position of FCBS and was prepared in accordance with generally accepted accounting principles accepted in the United States of America or banking regulations consistently applied, except as stated therein, during the periods involved, and except where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. FCBS has furnished CVBF with true and correct copies of all FCBS Filings filed by FCBS since December 31January 1, 2004, including 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 Bank Regulator or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. 5.7.2. Acquirer (b) FCBS has previously made available furnished to Yardville an accurate and complete CVBF a copy of the Acquirer Financial StatementsStatements of FCBS and a copy of each management letter or other letters delivered by FCBS in connection with the Financial Statements of FCBS as relating to the internal controls of FCBS since January 1, 2004. The Acquirer FCBS’ Financial Statements (iincluding, in each case, any notes and schedules thereto) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, or or, in the case of unaudited interim consolidated financial statements, as may where information and footnotes contained in such financial statements are not required to be permitted by the SEC on Form 10-Q or any successor formin compliance with GAAP), (ii) have been prepared from, and are in accordance with, the books and records of Acquirer and the Acquirer Subsidiaries, (iii) complied as to form, as of their respective dates of filing with the SEC, each case such consolidated financial statements fairly presented in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, and (iv) (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, changes in shareholders’ equity operations and cash flows of Acquirer FCBS and the Acquirer Subsidiaries on a consolidated basis FCBS Bank as of the respective dates thereof and for the respective periods ending on the dates thereof or as of the respective dates therein set forthcovered thereby (subject, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10to normal year-Q. The books end adjustments which did not and records of Acquirer and the Acquirer Subsidiaries have beenwhich are not expected to, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP has not resigned or been dismissed as independent public accountants of Acquirer as a result of individually or in connection the aggregate, have a Material Adverse Effect with any disagreements with Acquirer on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurerespect to FCBS). 5.7.3. At (c) Except as and to the date of each balance sheet included extent adequately provided for, in the Acquirer aggregate, on the FCBS Financial Statements Statement (the “FCBS Balance Sheet”), neither FCBS nor FCBS Bank has any liabilities or the Acquirer Regulatory Reports neither Acquirer nor any Acquirer Subsidiary, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a type that would be required to be reflected in such Acquirer Financial Statements on a balance sheet or in the footnotes notes thereto or the Acquirer Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed prepared in a footnote theretoaccordance with GAAP, except for liabilities, liabilities or obligations and loss contingencies which are not material individually or in the aggregate or which are (i) incurred in the ordinary course of businessbusiness since September 30, consistent 2006 that would not, individually or in the aggregate, have a Material Adverse Effect with past practicerespect to FCBS, or (ii) incurred or provided for in, or as contemplated by, this Agreement. (d) Each of FCBS and FCBS Bank has filed all material documents and reports relating to each of FCBS and FCBS Bank required to be filed with the FRB and the OCC, or any other Governmental Entity having jurisdiction over its business or any of its assets or properties (each a “Regulatory Authority” and collectively, the “Regulatory Authorities”). All such reports conform in all material respects with the requirements promulgated by such Regulatory Authorities. (e) FCBS and FCBS Bank maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and except (iv) the recorded accountability for liabilitiesassets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Neither FCBS nor, obligations and loss contingencies which are within the subject matter to FCBS’ knowledge, FCBS’ independent auditors or any employee of FCBS or FCBS Bank has identified or been made aware of (i) any fraud, whether or not material, that involves FCBS’ or FCBS Bank’s management or other employees who have a specific representation and warranty herein and subject, role in the case preparation of financial statements or the internal controls used or utilized by FCBS or FCBS Bank or (ii) any unaudited statements, to normal, recurring audit adjustments and claim or allegation regarding any of the absence of footnotesforegoing.

Financial Statements; Regulatory Reports. 5.7.1. The Acquirer Regulatory Reports have been prepared in (i) Holding has delivered to Seacoast true and complete copies of (A) all material respects in accordance with applicable regulatory accounting principles monthly reports and practices throughout the periods covered by such statements. Acquirer financial statements of Holding and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file prepared for Holding’s or the Bank’s Board of Directors since December 31, 2004 with 2013, including the Holding Financial Statements; (i) any Bank Regulator, (iiB) the SEC annual report of Bank Holding Companies to the Federal Reserve Board for the year ended December 31, 2013, of Holding and its Subsidiaries required to file such reports; (iiiC) each other applicable Governmental Entityall call reports and consolidated and parent company only financial statements, including all amendments thereto, made to the Federal Reserve Board, and all other reports and statements required to be filed the FDIC since December 31, 20042012, including any report or statement of Holding’s and its Subsidiaries required to be filed pursuant file such reports; and (D) Holding’s Annual Report to Shareholders for the laws, rules or regulations of the United States, any state, any foreign entity, or any Bank Regulator or Governmental Entity, year ended 2012 and have paid all fees and assessments due and payable in connection therewithsubsequent Quarterly Reports to Shareholders. 5.7.2. Acquirer has previously made available to Yardville an accurate and complete copy of the Acquirer Financial Statements. The Acquirer (ii) Holding’s Financial Statements (i) have been (and all financial statements to be delivered to Seacoast as required by this Agreement will be) prepared in accordance with GAAP (except as may be indicated in applied on a consistent basis throughout the notes thereto, or in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q or any successor form), (ii) have been prepared from, and are in accordance with, the books and records of Acquirer and the Acquirer Subsidiaries, (iii) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) (including the related notes where applicable) periods covered. Holding’s Financial Statements fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of Acquirer Holding and the Acquirer its Subsidiaries on a consolidated basis as of the dates thereof and for the respective periods ending covered thereby. All call and other regulatory reports referred to above have been filed on the dates thereof or as of the respective dates therein set forth, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. The books appropriate form and records of Acquirer and the Acquirer Subsidiaries have been, and are being, maintained prepared in all material respects in accordance with GAAP such forms’ instructions and any other the applicable legal rules and accounting requirements and reflect only actual transactionsregulations of the regulating federal and/or state agency. Deloitte & Touche LLP has not resigned or been dismissed as independent public accountants As of Acquirer as a result of or in connection with any disagreements with Acquirer on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. 5.7.3. At the date of each the latest balance sheet included in the Acquirer forming part of Holding’s Financial Statements (the “Holding Latest Balance Sheet”), none of Holding or the Acquirer Regulatory Reports neither Acquirer its Subsidiaries has had, nor are any Acquirer Subsidiaryof such entities’ assets subject to, as applicableany material liability, had any liabilitiescommitment, obligations indebtedness or loss contingencies obligation (of any nature (kind whatsoever, whether absolute, accrued, contingent contingent, known or otherwiseunknown, matured or unmatured) that is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the FDIC, the Federal Reserve Board or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Holding or the Bank since January 1, 2011, as of the respective dates thereof, contained any untrue statement of a type material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with the FDIC, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Holding or the Bank to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. Holding’s Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, copies of which have been made available to Seacoast. Holding and the Bank have timely filed all reports and other documents required to be filed by them with the FDIC and the Federal Reserve Board. The call reports of the Bank and accompanying schedules as filed with the FDIC, for each calendar quarter beginning with the quarter ended December 31, 2011, through the Closing Date have been, and will be, prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. (iii) Each of Holding and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Holding in accordance with GAAP and to maintain accountability for Holding’s consolidated assets; (C) access to Holding’s assets is permitted only in accordance with management’s authorization; (D) the reporting of Holding’s assets is compared with existing assets at regular intervals and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Such records, systems, controls, data and information of Holding and its Subsidiaries are recorded, stored maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control Holding or its Subsidiaries. The corporate record books of Holdings and its Subsidiaries are complete and accurate in all material respects and reflect all meetings, consents and other actions of the boards of directors and shareholders of Holdings and its Subsidiaries, respectively. (iv) Since January 1, 2011, neither Holding nor any Subsidiary nor any current director, officer, nor to Holding’s Knowledge, any former officer or director or current employee, auditor, accountant or representative of Holding or any Subsidiary has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the accounting or auditing practices, procedures, methodologies or methods of Holding or any Subsidiary or their respective internal accounting controls. No attorney representing Holding or any Subsidiary, whether or not employed by Holding or any Subsidiary, has reported evidence of a material violation (as such term is interpreted under Section 307 of the Sxxxxxxx-Xxxxx Act and the SEC’s regulations thereunder) by Holding or any Subsidiary or any officers, directors, employees or agents of Holding or any of its Subsidiaries to Holding’s Board of Directors or any committee thereof or to any director or officer of Holding. For purposes of the Agreement, Knowledge of Holding shall mean the actual knowledge of the individuals listed in Section 3.3(d)(iv) of the Company Disclosure Letter, after reasonable inquiry. (v) Holding’s independent public accountants, which have expressed their opinion with respect to the Financial Statements (including the related notes), are and have been throughout the periods covered by such Financial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to Holding within the meaning of Regulation S-X and (C) with respect to Holding, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Section 3.3(d) of the Company Disclosure Letter lists all nonaudit services performed by Holding’s independent public accountants for Holding and its Subsidiaries since January 1, 2010. (vi) There is no transaction, arrangement or other relationship between Holding or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in such Acquirer the Holding Financial Statements Statements. Holding is not aware of (1) any significant deficiency in the design or operation of internal controls which could adversely affect Holding’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Holding’s internal controls. Since December 31, 2013, there have been no significant changes in internal controls or in the footnotes thereto other factors that could significantly affect internal controls of Holding. (vii) None of Holding or the Acquirer Regulatory Reports which its Subsidiaries has any Liabilities that are not fully reflected or reserved against therein or fully disclosed in a footnote theretoreasonably likely to have, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or aggregate, a Holding Material Adverse Effect, except Liabilities which are accrued or reserved against in the consolidated balance sheets of Holding as of December 31, 2013, included in the Holdings Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto. None of Holding or its Subsidiaries has incurred or paid any Liability since December 31, 2012, except for such Liabilities incurred or paid (A) in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Except as disclosed in Section 3.3(d)(vii) of the Company Disclosure Letter, none of Holding or its Subsidiaries is directly or indirectly liable, by guarantee or otherwise, to assume any Liability or any Person for any amount in excess of $10,000. Except (x) as reflected in Holdings latest Balance Sheet or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (y) for liabilities incurred in the ordinary course of businessbusiness since January 1, 2013 consistent with past practicepractice or in connection with this Agreement or the transactions contemplated hereby, and except for liabilities, neither Holding nor any of its Subsidiaries has any Liabilities or obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotesnature.

Financial Statements; Regulatory Reports. 5.7.1. The Acquirer Regulatory Reports have been prepared in (i) Apollo has delivered or made available (which shall include access to the following by electronic data room, located at hxxxx://xxx.xxxxxx.xxx/xxxxxxxx/837/documents) to Seacoast true and complete copies of (A) all material respects in accordance with applicable regulatory accounting principles monthly reports and practices throughout the periods covered by such statements. Acquirer financial statements of Apollo and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file prepared for Apollo’s or the Bank’s Board of Directors since December 31, 2004 with 2018, including Apollo Financial Statements (i) any Bank Regulatorother than the Apollo Financial Statements as of December 31, 2021); (iiB) the SEC Annual Report of Holding Companies to the Federal Reserve Board for the year ended December 31, 2020 of Apollo and its Subsidiaries required to file such reports; and (iiiC) each other applicable Governmental Entity, and all other call reports and statements required consolidated and parent company only financial statements, including all amendments thereto, made to be filed the Federal Reserve Board and the FDIC since December 31, 2004, including any report or statement 2018 of Apollo and its Subsidiaries required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Bank Regulator or Governmental Entity, and have paid all fees and assessments due and payable in connection therewithfile such reports. 5.7.2. Acquirer has previously (ii) The Apollo Financial Statements as of December 31, 2020 and 2019, true and correct copies of which have been made available to Yardville an accurate and complete copy of the Acquirer Financial Statements. The Acquirer Financial Statements (i) Seacoast, have been (and all financial statements to be delivered to Seacoast as required by this Agreement will be) prepared in accordance with GAAP (except applied on a consistent basis throughout the periods covered, except, in each case, as may be indicated in such statements or in the notes theretothereto or, or in the case of unaudited any interim financial statements, as may be permitted by the SEC on Form 10-Q absence of notes or any successor form), (ii) have been prepared from, and are in accordance with, the books and records of Acquirer and the Acquirer Subsidiaries, (iii) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal customary year-end adjustmentsadjustments thereto. The Apollo Financial Statements fairly present (and all financial statements to be delivered to Seacoast as required by this Agreement will fairly present) the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of Acquirer Apollo and the Acquirer its Subsidiaries on a consolidated basis as of the dates thereof and for the respective periods ending on the dates thereof or as of the respective dates therein set forthcovered thereby (subject to, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. The books recurring audit adjustments normal in nature and records of Acquirer amount). All call and other regulatory reports referred to above have been filed on the Acquirer Subsidiaries have been, appropriate form and are being, maintained prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of the Apollo Financial Statements (the “Apollo’s Latest Balance Sheet”), none of Apollo or its Subsidiaries has had, nor are any of such entities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured) that is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the FDIC, the Federal Reserve Board, the Florida Office of Financial Regulation or other banking regulatory agency or other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Apollo or the Bank since January 1, 2018, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with the FDIC, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of the Company to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. The Apollo Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, true and complete copies of which have been made available to Seacoast. Apollo and the Bank have timely filed all reports and other documents required to be filed by them with the FDIC and the Federal Reserve Board. The call reports of the Bank and the accompanying schedules as filed with the FDIC, for each calendar quarter beginning with the quarter ended December 31, 2018, through the Closing Date have been, and will be, prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. (iii) Each of Apollo and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Apollo in accordance with GAAP and to maintain accountability for Apollo’s consolidated assets; (C) access to Apollo’s assets is permitted only in accordance with management’s authorization; (D) the reporting of Apollo’s assets is compared with existing assets at regular intervals; and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Such records, systems, controls, data and information of Apollo and its Subsidiaries is recorded, stored, maintained and operated under means (including any other applicable legal electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and accounting requirements direct control of Apollo or its Subsidiaries (including all means of access thereto and therefrom). The corporate record books of Apollo and its Subsidiaries are complete and accurate in all material respects and reflect only actual transactionsall meetings, consents and other actions of the Boards of Directors and shareholders of Apollo and its Subsidiaries. (iv) Since January 1, 2018 (including with respect to the ongoing audit of the 2021 financials for the year ended, and as of, December 31, 2021), neither Apollo nor any Subsidiary nor any current director, officer, nor to Apollo’s Knowledge, any former officer or director or current employee, auditor, accountant or representative of Apollo or any Subsidiary has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the accounting or auditing practices, procedures, methodologies or methods of Apollo or any Subsidiary or their respective internal accounting controls. Deloitte & Touche LLP No attorney representing Apollo or any Subsidiary, whether or not employed by Apollo or any Subsidiary, has reported evidence of a material violation (as such term is interpreted under Section 307 of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Sxxxxxxx-Xxxxx Act”) of securities laws, breach of fiduciary duty or similar violations by Apollo or any Subsidiary or any officers, directors, employees or agents of Apollo or any of its Subsidiaries or any committee thereof or to any director or officer of Apollo. (v) Apollo’s independent public accountants, which have expressed their opinion with respect to the Apollo Financial Statements (including the related notes), are and have been throughout the periods covered by such Financial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to Apollo within the meaning of Regulation S-X and (C) with respect to Apollo, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Apollo’s independent public accountants have not resigned (or informed Apollo that it intends to resign) or been dismissed as independent public accountants of Acquirer Apollo as a result of or in connection with any disagreements with Acquirer Apollo on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Section 3.3(d) of the Company Disclosure Letter lists all non-audit services performed by Apollo’s independent public accountants for the Company since January 1, 2018. 5.7.3(vi) There is no transaction, arrangement or other relationship between Apollo or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in the Apollo Financial Statements. At Apollo has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect Apollo’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Apollo’s internal controls. Since December 31, 2018, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls of Apollo. (vii) None of Apollo or its Subsidiaries has any material Liabilities, except Liabilities which are accrued or reserved against in the Apollo Latest Balance Sheet included in Apollo’s Financial Statements delivered prior to the date of each balance sheet included this Agreement or reflected in the Acquirer Financial Statements notes thereto. The Company has not incurred or paid any Liability since the Acquirer Regulatory Reports neither Acquirer nor any Acquirer Subsidiarydate of the Apollo Latest Balance Sheet, as applicable, had any liabilities, obligations except for such Liabilities incurred or loss contingencies of any nature paid (whether absolute, accrued, contingent or otherwiseA) of a type required to be reflected in such Acquirer Financial Statements or in the footnotes thereto or the Acquirer Regulatory Reports ordinary course of business consistent with past business practice and which are not fully reflected or reserved against therein or fully disclosed in a footnote theretoreasonably likely to have, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate aggregate, a Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Apollo is not directly or indirectly liable, by guarantee or otherwise, to assume any Liability or to any Person for any amount in excess of $10,000. Except (x) as reflected in Apollo’s Latest Balance Sheet or liabilities described in any notes thereto (or liabilities for which are neither accrual nor footnote disclosure is required pursuant to GAAP) or (y) for liabilities incurred in the ordinary course of businessbusiness since January 1, 2018 consistent with past practicepractice or in connection with this Agreement or the transactions contemplated hereby, and except for liabilities, Apollo does not have any Liabilities or obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statementsnature. (viii) Prior to the Effective Time and to the extent not provided by Apollo to Seacoast as of the date of this Agreement, Apollo shall deliver to normalSeacoast true and complete copies of (A) all monthly reports and financial statements of Apollo and its Subsidiaries that were prepared for Apollo or the Bank since December 31, recurring audit adjustments 2019, including the Apollo 2021 Financial Statements; and (B) the absence Annual Report of footnotesHolding Companies to the Federal Reserve Board for the years ended December 31, 2019, 2020 and 2021 of Apollo and its Subsidiaries required to file such reports.

Financial Statements; Regulatory Reports. 5.7.1. The Acquirer Regulatory Reports have been prepared in (i) Holding has made available or delivered to Seacoast true and complete copies of (A) all material respects in accordance with applicable regulatory accounting principles monthly reports and practices throughout the periods covered by such statements. Acquirer financial statements of Holding and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file prepared for Holding’s or the Bank’s Board of Directors since December 31, 2004 with 2013, including the Holding Financial Statements; (i) any Bank Regulator, (iiB) the SEC annual report of Bank Holding Companies to the Federal Reserve Board for the year ended December 31, 2013, of Holding and its Subsidiaries required to file such reports; (iiiC) each other applicable Governmental Entityall call reports and consolidated and parent company only financial statements, including all amendments thereto, made to the Federal Reserve Board, and all other reports and statements required to be filed the FDIC since December 31, 20042013, including any report or statement of Holding’s and its Subsidiaries required to be filed pursuant file such reports; and (D) Holding’s Annual Report to Shareholders for the laws, rules or regulations of the United States, any state, any foreign entity, or any Bank Regulator or Governmental Entity, year ended 2013 and have paid all fees and assessments due and payable in connection therewithsubsequent Quarterly Reports to Shareholders. 5.7.2. Acquirer has previously made available to Yardville an accurate and complete copy of the Acquirer Financial Statements. The Acquirer (ii) Holding Financial Statements (i) have been (and all financial statements to be delivered to Seacoast as required by this Agreement will be) prepared in accordance with GAAP (except as may be indicated in applied on a consistent basis throughout the notes thereto, or in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q or any successor form), (ii) have been prepared from, and are in accordance with, the books and records of Acquirer and the Acquirer Subsidiaries, (iii) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) (including the related notes where applicable) periods covered. Holding’s Financial Statements fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of Acquirer Holding and the Acquirer its Subsidiaries on a consolidated basis as of the dates thereof and for the respective periods ending covered thereby. All call and other regulatory reports referred to above have been filed on the dates thereof or as of the respective dates therein set forth, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. The books appropriate form and records of Acquirer and the Acquirer Subsidiaries have been, and are being, maintained prepared in all material respects in accordance with GAAP such forms’ instructions and any other the applicable legal rules and accounting requirements and reflect only actual transactionsregulations of the regulating federal and/or state agency. Deloitte & Touche LLP has not resigned or been dismissed as independent public accountants As of Acquirer as a result of or in connection with any disagreements with Acquirer on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. 5.7.3. At the date of each the latest balance sheet included in the Acquirer forming part of Holding’s Financial Statements (the “Holding Latest Balance Sheet”), none of Holding or the Acquirer Regulatory Reports neither Acquirer its Subsidiaries has had, nor are any Acquirer Subsidiaryof such entities’ assets subject to, as applicableany material liability, had any liabilitiescommitment, obligations indebtedness or loss contingencies obligation (of any nature (kind whatsoever, whether absolute, accrued, contingent contingent, known or otherwiseunknown, matured or unmatured) that is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the FDIC, the Federal Reserve Board or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Holding or the Bank since January 1, 2012, as of the respective dates thereof, contained any untrue statement of a type material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with the FDIC, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Holding or the Bank to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. Holding’s Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, copies of which have been made available to Seacoast. Holding and the Bank have timely filed all reports and other documents required to be filed by them with the FDIC and the Federal Reserve Board. The call reports of the Bank and accompanying schedules as filed with the FDIC, for each calendar quarter beginning with the quarter ended December 31, 2012, through the Closing Date have been, and will be, prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. (iii) Each of Holding and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Holding in accordance with GAAP and to maintain accountability for Holding’s consolidated assets; (C) access to Holding’s assets is permitted only in accordance with management’s authorization; (D) the reporting of Holding’s assets is compared with existing assets at regular intervals and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Such records, systems, controls, data and information of Holding and its Subsidiaries are recorded, stored maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control Holding or its Subsidiaries. The corporate record books of Holdings and its Subsidiaries are complete and accurate in all material respects and reflect all meetings, consents and other actions of the boards of directors and shareholders of Holdings and its Subsidiaries, respectively. (iv) Except as disclosed in Section 3.3(d)(iv) of the Company’s Disclosure Letter, since January 1, 2012, neither Holding nor any Subsidiary nor any current director, officer, nor to Holding’s Knowledge, any former officer or director or current employee, auditor, accountant or representative of Holding or any Subsidiary has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the accounting or auditing practices, procedures, methodologies or methods of Holding or any Subsidiary or their respective internal accounting controls. No attorney representing Holding or any Subsidiary, whether or not employed by Holding or any Subsidiary, has reported evidence of a material violation (as such term is interpreted under Section 307 of the Sxxxxxxx-Xxxxx Act and the SEC’s regulations thereunder) by Holding or any Subsidiary or any officers, directors, employees or agents of Holding or any of its Subsidiaries to Holding’s Board of Directors or any committee thereof or to any director or officer of Holding. For purposes of the Agreement, Knowledge of Holding shall mean the actual knowledge of the individuals listed in Section 3.3(d)(iv) of the Company Disclosure Letter, after reasonable inquiry. (v) Holding’s independent public accountants, which have expressed their opinion with respect to the Holding Financial Statements (including the related notes), are and have been throughout the periods covered by such Financial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to Holding within the meaning of Regulation S-X and (C) with respect to Holding, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Section 3.3(d)(v) of the Company Disclosure Letter lists all nonaudit services performed by Holding’s independent public accountants for Holding and its Subsidiaries since January 1, 2012. (vi) There is no transaction, arrangement or other relationship between Holding or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in such Acquirer the Holding Financial Statements Statements. Holding is not aware of (A) any significant deficiency in the design or operation of internal controls which could adversely affect Holding’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Holding’s internal controls. Since December 31, 2013, there have been no significant changes in internal controls or in the footnotes thereto other factors that could significantly affect internal controls of Holding. (vii) None of Holding or the Acquirer Regulatory Reports which its Subsidiaries has any Liabilities that are not fully reflected or reserved against therein or fully disclosed in a footnote theretoreasonably likely to have, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or aggregate, a Holding Material Adverse Effect, except Liabilities which are accrued or reserved against in the consolidated balance sheet of Holding as of December 31, 2014, included in the Holdings Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto. None of Holding or its Subsidiaries has incurred or paid any Liability since December 31, 2014, except for such Liabilities incurred or paid (A) in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Except as disclosed in Section 3.3(d)(vii) of the Company Disclosure Letter, none of Holding or its Subsidiaries is directly or indirectly liable, by guarantee or otherwise, to assume any Liability or any Person for any amount in excess of $10,000. Except (x) as reflected in Holdings latest Balance Sheet or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (y) for liabilities incurred in the ordinary course of businessbusiness since January 1, 2014 consistent with past practicepractice or in connection with this Agreement or the transactions contemplated hereby, and except for liabilities, neither Holding nor any of its Subsidiaries has any Liabilities or obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statementsnature. Holding has delivered to SBC true and complete Holding Financial Statements as of December 31, 2014. (viii) Prior to normalthe Effective Time, recurring audit adjustments Holding shall deliver to Seacoast true and complete copies of (A) all monthly reports and financial statements of Holding and its Subsidiaries that were prepared for Holdings or the absence Bank since December 31, 2014, including the Holding 2015 Financial Statements; (B) the annual report of footnotesBank Holding Companies to the Federal Reserve Board for the year ended December 31, 2014, of Holding and its Subsidiaries required to file such reports; and (C) Holding’s Annual Report to Shareholders for the year ended 2014 and all subsequent Quarterly Reports to Shareholders, if any.