Common use of Financial Statements; Reports; Books and Records Clause in Contracts

Financial Statements; Reports; Books and Records. (a) Purchaser has previously delivered or made available to Company true, correct and complete copies of the consolidated balance sheets of Purchaser and the Purchaser Subsidiaries as of December 31 for the fiscal years 2000 through 2002 and the related consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal years 2000 through 2002, inclusive, in each case accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to Purchaser for such periods, and the interim unaudited financial statements of Purchaser as of and for the nine-month periods ended September 30, 2003 and 2002 (all such financial statements are collectively referred to herein as the "Purchaser Financial Statements"). The Purchaser Financial Statements (including the related notes, where applicable) fairly present, in all material respects, the results of the consolidated operations and the consolidated financial condition of Purchaser and the Purchaser Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. The Purchaser Financial Statements (including the related notes, where applicable) comply with applicable accounting requirements with respect thereto and have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied during the periods involved ("GAAP"), except in each case as indicated in such statements or in the notes thereto. (b) Since December 31, 2000, Purchaser and each Purchaser Subsidiary has timely filed, and subsequent to the date hereof will timely file, all reports, registrations and statements, together with any amendments required to be made with respect 13

Financial Statements; Reports; Books and Records. (a) Purchaser Company has previously delivered or made available to Company Purchaser true, correct and complete copies of the consolidated balance sheets statements of Purchaser condition of Company and the Purchaser Company Subsidiaries as of December 31 for the fiscal years 2000 through 2002 and the related consolidated statements of income and comprehensive income, changes in shareholders' equity and cash flows for the fiscal years 2000 through 2002, inclusive, in each case accompanied by the audit report of Deloitte & Touche KPMG LLP, independent public accountants with respect to Purchaser for such periodsCompany, and the interim unaudited financial statements of Purchaser Company as of and for the nine-month periods ended September 30, 2003 and 2002 (all such financial statements are collectively referred to herein as the "Purchaser Company Financial Statements"). The Purchaser Company Financial Statements (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 5.7 will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the results of the consolidated operations and the consolidated financial condition of Purchaser Company and the Purchaser Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. The Purchaser Company Financial Statements (including the related notes, where applicable) comply comply, and the financial statements referred to in Section 5.7 will comply, with applicable accounting requirements with respect thereto and have been been, and the financial statements referred to in Section 5.7 will be, prepared in accordance with accounting principles generally accepted in the United States of America consistently applied during the periods involved ("GAAP"), except in each case as indicated in such statements or in the notes theretothereto and except, in the case of unaudited quarterly financial statements, for the absence of notes thereto and normal year-end audit adjustments consistent with past practice. (b) Since December 31, 2000, Purchaser Company and each Purchaser Company Subsidiary has timely filed, and subsequent to the date hereof will timely file, all reports, registrations and statements, together with any amendments required to be made with respect 13thereto, that were and are required to be filed with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements and all other communications mailed by 19

Financial Statements; Reports; Books and Records. (a) Purchaser has previously delivered or made available to Company true, correct and complete copies of Attached hereto as Schedule 3.6 are the following: (i) the audited consolidated balance sheets of Purchaser the Company and the Purchaser Subsidiaries its subsidiaries as of December 31 for the fiscal years 2000 through 2002 31, 2002, 2003 and 2004 and the related audited consolidated statements of income, changes in shareholders' stockholders equity and cash flows for the fiscal years 2000 through 2002then ended, inclusive, in each case accompanied by together with the audit report thereon of Deloitte Ernst & Touche Young LLP, independent public accountants with respect to Purchaser for such periods, and (ii) the interim unaudited financial statements audited balance sheets of Purchaser Xxxxxxx Bank as of and for the nine-month periods ended September 30December 31, 2002, 2003 and 2002 2004 and the related audited statements of income, changes in stockholder equity and cash flows for the years then ended, together with the audit report thereon of Ernst & Young LLP, (all such financial iii) the unaudited consolidating balance sheets of the Company and its Subsidiaries as of December 31, 2002, 2003 and 2004, (iv) the unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries as of June 30, 2005 and the related unaudited consolidated and consolidating statements are collectively of income and cash flows for the six-month period then ended and (v) the unaudited balance sheet of Xxxxxxx Bank as of June 30, 2005 and the related unaudited statements of income and cash flows for the six-month period then ended (the items in clauses (iv) and (v) referred to herein as the "Purchaser “Interim Financial Statements"”) (collectively, the “Financial Statements”). The Purchaser Each of the Financial Statements (including is, and the related notesinterim financial statements to be delivered pursuant to Section 5.16 when delivered will be, where applicable) consistent with the books and records of the Company and the Subsidiaries, and has been prepared, or will be prepared with respect to the interim financial statements to be delivered pursuant to Section 5.16, in accordance with GAAP applied on a consistent basis and fairly presentpresents, or will fairly present with respect to the interim financial statements delivered pursuant to Section 5.16, in all material respects, the results of the consolidated operations and respects the consolidated financial condition position, results of Purchaser operations and cash flows of the Company and the Purchaser Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. The Purchaser Financial Statements (including the related notes, where applicable) comply with applicable accounting requirements with respect thereto and have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied during for the periods involved ("GAAP")then ended, of the Company and its Subsidiaries, except in each case as indicated in such that the unaudited financial statements are subject to normal year-end adjustments and accruals (which will not be material individually or in the aggregate when considered in the context of the entire financial statements) and do not include notes theretoto the financial statements. (b) Since The audited consolidated balance sheet of the Company and the Subsidiaries as at December 31, 20002004 is referred to herein as the “Balance Sheet” and December 31, Purchaser 2004 is referred to herein as the “Balance Sheet Date.” The unaudited consolidated balance sheet of the Company and each Purchaser Subsidiary has timely filedthe Subsidiaries as at June 30, and subsequent to 2005 is referred herein as the date hereof will timely file, all reports, registrations and statements, together with any amendments required to be made with respect 13“Unaudited Balance Sheet.”

Financial Statements; Reports; Books and Records. (a) Purchaser The Company has previously delivered or made available to Company Purchaser true, correct and complete copies of the consolidated balance sheets statements of Purchaser condition of the Company and the Purchaser Company Subsidiaries as of December 31 for the fiscal years 2000 through 2002 June 30, 2003, 2004 and 2005 and the related consolidated statements of operations and comprehensive income, changes in shareholders' stockholders’ equity and cash flows for the fiscal years 2000 2003 through 20022005, inclusive, in each case accompanied by the audit report of Deloitte & Touche S.R. Xxxxxxxxx, X.X. or KPMG LLP, as the case may be, the Company’s independent registered public accountants with respect to Purchaser for such periodsaccounting firm, and the interim unaudited financial statements of Purchaser the Company as of and for the ninesix-month periods ended September 30December 31, 2003 2005 and 2002 2004 (all such financial statements are collectively referred to herein as the "Purchaser “Company Financial Statements"”). The Purchaser Company Financial Statements (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 5.7 will fairly present, in all material respects, the results of the consolidated operations and the consolidated financial condition of Purchaser the Company and the Purchaser Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. The Purchaser Company Financial Statements (including the related notes, where applicable) comply comply, and the financial statements referred to in Section 5.7 will comply, in all material respects with applicable accounting requirements with respect thereto thereto, and have been each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 5.7 will be, prepared in accordance with accounting principles generally accepted in the United States of America consistently applied during the periods involved ("GAAP"), except in each case as indicated in such statements or in the notes thereto. (b) Since December 31thereto and except, 2000, Purchaser and each Purchaser Subsidiary has timely filed, and subsequent to in the date hereof will timely file, all reports, registrations and case of unaudited quarterly financial statements, together for the absence of notes thereto and normal year-end audit adjustments consistent with any amendments required to be made with respect 13past practice.

Financial Statements; Reports; Books and Records. (a) Purchaser Progress has previously delivered or made available to Company FleetBoston true, correct and complete copies of the consolidated balance sheets statements of Purchaser condition of Progress and the Purchaser Progress Subsidiaries as of December 31 for the fiscal years 2000 through 2002 and the related consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal years 2000 through 2002, inclusive, in each case accompanied by the audit report of Deloitte & Touche LLPPricewaterhouseCoopers LLC, independent public accountants with respect to Purchaser for such periodsProgress, and the interim unaudited financial statements of Purchaser Progress as of and for the nine-six month periods ended September June 30, 2003 and 2002 (all such 2002. The financial statements are collectively referred to herein as the "Purchaser Financial Statements"). The Purchaser Financial Statements in this Section 3.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in all material respectsSection 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and the consolidated financial condition of Purchaser Progress and the Purchaser Progress Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. The Purchaser Financial Statements ; each of such statements (including the related notes, where applicable) comply complies, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements with respect thereto and have been each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be prepared in accordance with accounting principles generally accepted in the United States of America consistently applied during the periods involved ("GAAP"), except in each case as indicated in such statements or in the notes thereto. (b) Since December 31, 2000, Purchaser and each Purchaser Subsidiary has timely filed, and subsequent to the date hereof will timely file, all reports, registrations and statements, together with any amendments required to be made with respect 13.