Common use of Financial Statements Clause in Contracts

Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustments.

Financial Statements. (a) The WSFS Financial Statements financial statements of CenterState and its Subsidiaries included (or incorporated by reference reference) in the WSFS CenterState SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCenterState and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of CenterState and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCenterState and its Subsidiaries have been, since January 1, 2016, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Xxxxx Xxxxxxx LLP has not resigned (or informed CenterState that it intends to resign) or been dismissed as independent public accountants of CenterState as a result of or in connection with any disagreements with CenterState on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on CenterState, neither CenterState nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except (i) for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS CenterState included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (including any notes thereto), (ii) for liabilities incurred in the Ordinary Course of Business consistent with past practice since December 31, 2017, or (iii) in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of CenterState 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 of CenterState or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on CenterState. CenterState (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to CenterState, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsCenterState by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to CenterState’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject CenterState’s board of directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect CenterState’s ability to record, process, summarize and report financial information, and (y) to the knowledge of CenterState, any fraud, whether or not material, that involves management or other employees who have a significant role in CenterState’s internal controls over financial reporting. To the knowledge of CenterState, there is no reason to believe that CenterState’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither CenterState nor any of its Subsidiaries, nor, to the knowledge of CenterState, any director, executive officer, auditor, accountant or representative of CenterState or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of CenterState, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of CenterState or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that CenterState or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing CenterState or any of its Subsidiaries, whether or not employed by CenterState or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by CenterState or any of its officers, directors, employees or agents to the board of directors of CenterState or any committee thereof or to the knowledge of CenterState, to any director or officer of CenterState.

Financial Statements. (a) The WSFS Financial Statements financial statements of Charter and CharterBank included (or incorporated by reference reference) in the WSFS Charter SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCharter and CharterBank, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Charter and CharterBank for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCharter and CharterBank have been, since January 1, 2016, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Xxxxx Xxxxxx Xxxxxxx LLP has not resigned (or informed Charter that it intends to resign) or been dismissed as independent public accountants of Charter as a result of or in connection with any disagreements with Charter on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Charter, neither Charter nor CharterBank has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except, (i) with respect to Charter and CharterBank, for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Charter included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2017 (including any notes thereto), (ii) for liabilities incurred in the Ordinary Course of Business consistent with past practice since December 31, 2017, or (iii) in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Charter and CharterBank are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Charter or CharterBank or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Charter. Charter (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Charter, including CharterBank, is made known to the chief executive officer and the results chief financial officer of operationsCharter by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Charter’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Charter Board of Directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Charter’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Charter, any fraud, whether or not material, that involves management or other employees who have a significant role in Charter’s internal controls over financial reporting (copies of such items in subsections (x) and (y) have previously been made available by Charter to CenterState). To the knowledge of Charter, there is no reason to believe that Charter’s chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither Charter nor CharterBank, nor, to the knowledge of Charter, any director, executive officer, auditor, accountant or representative of Charter or CharterBank, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Charter, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Charter or CharterBank or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Charter or CharterBank has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Charter or CharterBank, whether or not employed by Charter or CharterBank, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Charter or any of its officers, directors, employees or agents to the Board of Directors of Charter or any committee thereof or to the knowledge of Charter, to any director or officer of Charter.

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of SIC and its Subsidiaries included or incorporated by reference in the WSFS SIC SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSIC and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of SIC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments immaterial in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. (b) Neither SIC nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to be reflected or reserved for in a balance sheet (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of SIC included in its Annual Report on Form 10-K for the annual period ended December 31, 2017 (including any notes thereto) and for liabilities and obligations incurred in a commercially reasonable manner and in the ordinary course of business consistent with past practice since the date of such balance sheet. (c) SIC has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of SIC and its Subsidiaries are being made only in accordance with authorizations of SIC management and the SIC Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of SIC and each of SIC’s Subsidiaries’ assets that could have a material effect on SIC’s consolidated financial statements. SIC has disclosed, based on its most recent evaluation of such internal control over financial reporting prior to the date of this Agreement, to SIC’s auditors and the audit committee of the SIC Board and in Section 4.6(c) of the SIC Disclosure Schedule (x) any significant deficiency and material weakness in the design or operation of SIC’s internal control over financial reporting that is reasonably likely to adversely affect SIC’s ability to record, process, summarize or report financial information, and (y) any fraud, whether or not material, that involves SIC management or other employees of SIC or any SIC Subsidiary who have a significant role in SIC’s internal control over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) SIC’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by SIC in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to SIC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of SIC required under the Exchange Act with respect to unaudited such reports. SIC’s management has completed an assessment of the effectiveness of SIC’s disclosure controls and procedures and, to the extent required by Applicable Law, presented in any applicable SIC SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (e) Since December 31, 2014, SIC and its principal executive officer and principal financial statements for the omission officer of footnotes, and (C) will fairly present SIC have complied in all material respects with the consolidated financial condition of WSFS as applicable provisions of the respective dates set forth therein Xxxxxxxx-Xxxxx Act and the results Exchange Act. The principal executive officer and the principal financial officer of operationsSIC have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to each SIC SEC Report, stockholders’ equity and cash flows the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of WSFS for the respective periods set forth thereinpreceding sentence, subject “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the case of unaudited financial statements to yearXxxxxxxx-end adjustmentsXxxxx Act.

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of SIC and its Subsidiaries included or incorporated by reference in the WSFS SIC SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSIC and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of SIC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments immaterial in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. (b) Neither SIC nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to be reflected or reserved for in a balance sheet (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of SIC included in its Annual Report on Form 10-K for the annual period ended December 31, 2017 (including any notes thereto) and for liabilities and obligations incurred in a commercially reasonable manner and in the ordinary course of business consistent with past practice since the date of such balance sheet. (c) SIC has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of SIC and its Subsidiaries are being made only in accordance with authorizations of SIC management and the SIC Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of SIC and each of SIC’s Subsidiaries’ assets that could have a material effect on SIC’s consolidated financial statements. SIC has disclosed, based on its most recent evaluation of such internal control over financial reporting prior to the date of this Agreement, to SIC’s auditors and the audit committee of the SIC Board and in Section 4.6(c) of the SIC Disclosure Schedule (x) any significant deficiency and material weakness in the design or operation of SIC’s internal control over financial reporting that is reasonably likely to adversely affect SIC’s ability to record, process, summarize or report financial information, and (y) any fraud, whether or not material, that involves SIC management or other employees of SIC or any SIC Subsidiary who have a significant role in SIC’s internal control over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) SIC’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by SIC in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to SIC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of SIC required under the Exchange Act with respect to unaudited such reports. SIC’s management has completed an assessment of the effectiveness of SIC’s disclosure controls and procedures and, to the extent required by Applicable Law, presented in any applicable SIC SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (e) Since December 31, 2014, SIC and its principal executive officer and principal financial statements for the omission officer of footnotes, and (C) will fairly present SIC have complied in all material respects with the consolidated financial condition of WSFS as applicable provisions of the respective dates set forth therein Sxxxxxxx-Xxxxx Act and the results Exchange Act. The principal executive officer and the principal financial officer of operationsSIC have made all certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to each SIC SEC Report, stockholders’ equity and cash flows the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of WSFS for the respective periods set forth thereinpreceding sentence, subject “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the case of unaudited financial statements to yearSxxxxxxx-end adjustmentsXxxxx Act.

Financial Statements. The WSFS Financial Statements audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference reference) in the WSFS Company SEC Reports Documents (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, and accurately reflect the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries in all material respects, (ii) have been prepared in accordance with GAAP, regulatory generally accepted accounting principles and in the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied United States (“GAAP”) (except as may be otherwise indicated in the notes thereto and except with respect to or, in the interim financial statements for case of unaudited statements, as permitted by Form 10-Q of the omission of footnotes and SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial condition position of the WSFS Entities Company and its Subsidiaries as of the their respective dates set forth therein dates, and the consolidated income, stockholders equity, results of operations, stockholders’ equity operations and changes in consolidated financial position or cash flows of the WSFS Entities for the respective periods set forth thereinpresented therein (subject, subject in the case of the interim unaudited financial statements statements, to the absence of footnotes and normal course year-end audit adjustments. The consolidated WSFS Financial Statements ) and (iv) complied as to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete form in all material respects, (B) will have been prepared in accordance respects with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECSEC with respect thereto. Access to assets is permitted only in accordance with management’s general or specific authorization, in each case, consistently applied except as may be otherwise indicated in and the notes thereto recorded accountability for assets is compared with existing assets at reasonable intervals and except appropriate action is taken with respect to unaudited any differences. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial statements for the omission of footnotes, reporting (whether or not remediated) and (CB) will fairly present no change in all material respects the consolidated Company’s internal control over financial condition of WSFS as reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the respective dates set forth therein and Company Board (the results “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of operationsdirectors of the Company any material weakness, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the case of unaudited internal control over financial statements reporting, any violation of, or failure to year-end adjustmentscomply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effect.

Financial Statements. (a) The WSFS Financial Statements audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and its Subsidiaries included or incorporated by reference in the WSFS SEC Reports Parent’s Registration Statement on Form S-1 (i) are true, accurate and complete in all material respects, and have been prepared from, from and are in accordance with the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial condition position of Parent and its Subsidiaries for the WSFS Entities respective fiscal periods or as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the interim financial unaudited statements to recurring year-end audit adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement ), and prior to the Closing (Aiii) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved (except in the case of unaudited statements for the absence of footnotes and other presentation items), regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited statements, as permitted by applicable financial reporting requirements. Since January 1, 2009, the books and records of Parent and its Subsidiaries have been, and are being, maintained in a manner necessary to permit preparation of Parent’s financial statements in all material respects in accordance with GAAP and in accordance, in all material respects, with applicable legal requirements. As of the date of this Agreement, PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountants of Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Parent nor any of its Subsidiaries has any material liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to yearbecome due) of the type required to be recorded on a balance sheet prepared in accordance with GAAP, or would be disclosed in the related notes, except for (i) those liabilities and obligations that are reflected or reserved against on the consolidated balance sheet of Parent included in its Registration Statement on Form S-1 as filed with the SEC prior to the date of this Agreement; (ii) liabilities and obligations incurred in the ordinary course of business since December 31, 2010 or as a result of this Agreement and the transactions contemplated hereby; or (iii) liabilities and obligations disclosed in the Parent Disclosure Schedule. Neither Parent nor any of its Subsidiaries is a party to any “off-end adjustments.balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) The WSFS Financial Statements financial statements of Boston Private and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Boston Private Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesBoston Private and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Boston Private and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory except, in each case, as indicated in such statements or in the notes thereto. The books and records of Boston Private and its Subsidiaries have since December 31, 2017 been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Boston Private. Since December 31, 2017, no independent public accounting firm of Boston Private has resigned (or informed Boston Private that it intends to resign) or been dismissed as independent public accountants of Boston Private as a result of or in connection with any disagreements with Boston Private on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. The financial statements of Boston Private Bank included in the consolidated reports of condition and income (call reports) of Boston Private Bank complied, as of their respective dates of filing with the Federal Reserve Board and FDIC, in all material respects with applicable accounting requirements and with the published rules and regulations instructions of the SEC, in each case, consistently applied except as may be otherwise indicated Federal Financial Institutions Examination Council with respect thereto. (b) The allowances for loan losses and for credit losses contained in the notes thereto and except with respect to unaudited financial statements consolidated balance sheet of Boston Private included in its Quarterly Report on 10-Q for the omission fiscal quarter ended September 30, 2020 were established in accordance with the practices and experiences of footnotesBoston Private and its Subsidiaries, and are adequate under and in accordance with the requirements of GAAP and the applicable Governmental Entities to provide for possible losses on loans (Cincluding accrued interest receivable) will fairly present in all material respects the consolidated financial condition and credit commitments (including stand-by letters of WSFS credit) outstanding as of the respective dates set forth therein date of such balance sheet. Boston Private adopted and fully implemented CECL effective as of January 1, 2020, other than for regulatory capital purposes. As used in this Agreement, “CECL” means Current Expected Credit Losses, a new credit loss accounting standard that was issued by the results of operationsFinancial Accounting Standards Boards on June 16, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein2016, subject in the case of unaudited financial statements pursuant to year-end adjustmentsAccounting Standards Update (ASU) No. 2016, Topic 326.

Financial Statements. (a) The WSFS Financial Statements financial statements of CenterState and its Subsidiaries included (or incorporated by reference reference) in the WSFS CenterState SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCenterState and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of CenterState and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCenterState and its Subsidiaries have been, since January 1, 2015, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Xxxxx Xxxxxxx LLP has not resigned (or informed CenterState that it intends to resign) or been dismissed as independent public accountants of CenterState as a result of or in connection with any disagreements with CenterState on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on CenterState, neither CenterState nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except (i) for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS CenterState included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017 (including any notes thereto), (ii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2017, or (iii) in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of CenterState 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 of CenterState or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on CenterState. CenterState (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to CenterState, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsCenterState by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to CenterState’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject CenterState’s Board of Directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect CenterState’s ability to record, process, summarize and report financial information, and (y) to the knowledge of CenterState, any fraud, whether or not material, that involves management or other employees who have a significant role in CenterState’s internal controls over financial reporting. To the knowledge of CenterState, there is no reason to believe that CenterState’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2015, (i) neither CenterState nor any of its Subsidiaries, nor, to the knowledge of CenterState, any director, executive officer, auditor, accountant or representative of CenterState or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of CenterState, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of CenterState or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that CenterState or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing CenterState or any of its Subsidiaries, whether or not employed by CenterState or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by CenterState or any of its officers, directors, employees or agents to the Board of Directors of CenterState or any committee thereof or to the knowledge of CenterState, to any director or officer of CenterState.

Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (a) There are no Liabilities of Parent and its Subsidiaries, except (i) are true, accurate and complete Liabilities disclosed in all material respects, and have been prepared from, and are in accordance with the Books and Records Section 4.7(a) of the WSFS EntitiesParent Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Parent Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Parent Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have been prepared a Parent Material Adverse Effect. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by Parent and its Subsidiaries with the SEC since January 1, 2011 (such documents, together with any documents filed with the SEC by Parent and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Parent SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in accordance all material respects with GAAP, regulatory accounting principles the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SECSEC with respect thereto, was prepared in accordance with GAAP (except, in each casethe case of unaudited statements, consistently as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be otherwise indicated in the notes thereto thereto) and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present presented in all material respects the consolidated financial condition position of the WSFS Entities Parent and its Subsidiaries as of the respective dates set forth therein thereof and the consolidated results of operations, stockholders’ equity their operations and cash flows of the WSFS Entities for the respective periods set forth therein, shown (except that the unaudited statements may not contain footnotes and are subject in the case of the interim financial statements to normal year-end audit adjustments. The consolidated WSFS Financial Statements ). (c) Parent and its Subsidiaries have established and maintained systems of internal accounting controls with respect to be prepared after the date of this Agreement and prior their businesses sufficient to the Closing provide reasonable assurances that (Ai) will be true, accurate and complete in all material respects, (B) will have been prepared transactions are executed in accordance with GAAPthe general or specific authorization of the management of Parent, regulatory accounting principles (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the applicable accounting requirements and recorded accountability for assets is compared with the published rules existing assets at reasonable intervals and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except appropriate action is taken with respect to unaudited any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by Parent are reasonably designed to ensure that material information required to be disclosed by Parent and its Subsidiaries in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial statements for officer of Parent to make the omission certifications required under the Exchange Act with respect to such reports. (d) Neither Parent nor any of footnotesits Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among Parent or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s financial statements. (e) Since January 1, 2010, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects Parent’s ability to record, process, summarize and report financial information, and (Cii) will fairly present any known fraud, whether or not material, that involves management or other employees of Parent who have a significant role in all material respects Parent’s internal controls over financial reporting. (f) Other than Parent, none of Parent or any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the consolidated financial condition reporting requirements of WSFS as Section 13(a) or 15(d) of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsExchange Act.

Financial Statements. (a) The WSFS Financial Statements financial statements of CenterState and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC CenterState Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCenterState and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of CenterState and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCenterState and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since December 31, 2017, no independent public accounting firm of CenterState has resigned (or informed CenterState that it intends to resign) or been dismissed as independent public accountants of CenterState as a result of or in connection with any disagreements with CenterState on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CenterState, neither CenterState nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS CenterState included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2019, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of CenterState 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 of CenterState or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on CenterState. CenterState (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to CenterState, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsCenterState by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to CenterState’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject CenterState’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect CenterState’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in CenterState’s internal controls over financial reporting. These disclosures were made in writing by management to CenterState’s auditors and audit committee. CenterState has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2017, (i) neither CenterState nor any of its Subsidiaries, nor, to the knowledge of CenterState, any Representative of CenterState or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of CenterState or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that CenterState or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing CenterState or any of its Subsidiaries, whether or not employed by CenterState or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by CenterState or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of CenterState or any committee thereof or the Board of Directors or similar governing body of any CenterState Subsidiary or any committee thereof, or to the knowledge of CenterState, to any director or officer of CenterState or any CenterState Subsidiary.

Financial Statements. (a) The WSFS Financial Statements financial statements of IBTX and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC IBTX Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesIBTX and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of IBTX and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto. Since December 31, 2016, no independent public accounting firm of IBTX has resigned (or informed IBTX that it intends to resign) or been dismissed as independent public accountants of IBTX as a result of or in connection with any disagreements with IBTX on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on IBTX, neither IBTX nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of IBTX included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2019, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of IBTX 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 of IBTX or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on IBTX. IBTX (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to IBTX, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of IBTX by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to IBTX’s outside auditors and the audit committee of IBTX’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect IBTX’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in IBTX’s internal controls over financial reporting. These disclosures were made in writing by management to IBTX’s auditors and audit committee and true, correct and complete copies of such disclosures have previously been made available by IBTX to TCBI. There is no reason to believe that IBTX’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since January 1, 2017, (i) neither IBTX nor any of its Subsidiaries, nor, to the knowledge of IBTX, any director, officer, auditor, accountant or representative of IBTX or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesIBTX or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that IBTX or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Cii) will fairly present in all no employee of or attorney representing IBTX or any of its Subsidiaries, whether or not employed by IBTX or any of its Subsidiaries, has reported evidence of a material respects violation of securities laws or banking laws, breach of fiduciary duty or similar violation by IBTX or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of IBTX or any committee thereof or the respective dates set forth therein and Board of Directors or similar governing body of any IBTX Subsidiary or any committee thereof, or to the results knowledge of operationsIBTX, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsIBTX or any IBTX Subsidiary.

Financial Statements. (a) The WSFS financial statements of SVB Financial Statements and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC SVB Financial Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSVB Financial and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of SVB Financial and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesSVB Financial and its Subsidiaries have since December 31, 2017, been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SVB Financial. Since December 31, 2018, no independent public accounting firm of SVB Financial has resigned (or informed SVB Financial that it intends to resign) or been dismissed as independent public accountants of SVB Financial as a result of or in connection with any disagreements with SVB Financial on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SVB Financial, neither SVB Financial nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of SVB Financial, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of SVB Financial included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2020, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of SVB Financial 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 of SVB Financial or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on SVB Financial. SVB Financial has implemented and maintains disclosure controls and procedures and internal controls over financial condition of WSFS reporting (as defined in Rule 13a-15(e) and (f), respectively, of the respective dates set forth therein Exchange Act) to ensure that material information relating to SVB Financial, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsSVB Financial by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Neither SVB Financial nor its independent audit firm has identified any unremediated material weakness in internal controls over financial reporting or disclosure controls and procedures. There is no reason to believe that SVB Financial’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity without qualification, when next due. (d) Since January 1, 2019, (i) neither SVB Financial nor any of its Subsidiaries, nor, to the knowledge of SVB Financial, any director, officer, auditor, accountant or representative of SVB Financial or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of SVB Financial, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and cash flows accruals) of WSFS for SVB Financial or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SVB Financial or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing SVB Financial or any of its Subsidiaries, whether or not employed by SVB Financial or any of its Subsidiaries, has reported evidence of a material violation of securities laws or banking laws, breach of fiduciary duty or similar violation by SVB Financial or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the respective periods set forth thereinBoard of Directors of SVB Financial or any committee thereof or the Board of Directors or similar governing body of any Subsidiary of SVB Financial or any committee thereof, subject or to the knowledge of SVB Financial, to any director or officer of SVB Financial or any Subsidiary of SVB Financial (including pursuant to any whistleblower or similar process). (e) As of the date of this Agreement, no executive officer of SVB Financial has failed in any respect to make the case certifications required of unaudited financial statements to yearhim or her under Section 302 or 906 of the Xxxxxxxx-end adjustmentsXxxxx Act.

Financial Statements. The WSFS Financial Statements included unaudited financial statements of Cummins Family Produce for the quarter ending September 30, 2008 have been prepared in accordance with United States generally accepted accounting principles (except to the extent they may not include footnotes or incorporated may be condensed or summary statements). The financial statements of Cummins Family Produce are complete and correct in all material respects and present fairly the financial position of Cummins Family Produce as of the dates thereof and the results of operations and cash flows of Cummins Family Produce for the periods covered by reference such statements, in accordance with GAAP consistently applied, except for (x) the absence of footnote disclosures required by GAAP and (y) normal recurring year-end adjustments which are not material, individually or in the WSFS SEC Reports aggregate. No Litigation. No litigation or claim (iincluding those for unpaid taxes) against Cummins Family Produce which could reasonably be expected to have a Material Adverse Effect on Cummins Family Produce or could reasonably be expected to materially and adversely affect the transactions contemplated by the Transaction Documents is pending or, to the Purchaser's knowledge, threatened, and to the Purchaser's knowledge, no other event has occurred, which could reasonably be expected to have a Material Adverse Effect on Cummins Family Produce or could reasonably be expected to materially and adversely affect the transactions contemplated hereby. Taxes. All federal, state, city and other tax returns, reports and declarations required to be filed or extended by or on behalf of the Cummins Family Produce have been filed or extended and all such filed returns are true, complete and accurate and complete in all material respects, and disclose all taxes required to be paid in the periods covered thereby. All taxes required to be withheld by or on behalf of Cummins Family Produce or any such subsidiary in connection with amounts paid or owing to any employees, independent contractor, creditor or other party have been prepared fromwithheld, and are in accordance with the Books such withheld taxes have either been duly and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect timely paid to the interim financial statements proper governmental authorities or set aside in accounts for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentssuch purposes.

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of Parent and its Subsidiaries included or incorporated by reference in (x) Parent’s Annual Report on Form 10-K for the WSFS SEC Reports year ended December 31, 2018 and (y) Parent’s Quarterly Report on Form 10-Q for the three month period ended March 31, 2019 (including, in each case, the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of the financial statements referenced in clause (y) above to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesParent and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. KPMG LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, neither Parent nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Parent included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business since March 31, 2019, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Parent 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 of Parent or its Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Parent (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsParent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Parent’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Parent’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. As of the date of this Agreement, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof or, to the knowledge of Parent, to any director or officer of Parent.

Financial Statements. (a) The WSFS Financial Statements financial statements of Viking and the Viking Subsidiaries included (or incorporated by reference reference) in the WSFS Viking SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of Viking and the WSFS EntitiesViking Subsidiaries, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated results of operations, regulatory accounting principles cash flows, changes in stockholders’ equity and consolidated financial position of Viking and the Viking Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for records of Viking and the omission of footnotesViking Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Viking, neither Viking nor any Viking Subsidiary has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Viking included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2019, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Viking and the Viking 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 of Viking or the Viking Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on Viking. Viking (x) has not implemented and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates Exchange Act) to ensure that material information relating to Viking, including the Viking Subsidiaries, is made known to the chief executive officer and the chief financial officer of Viking by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and (y) has disclosed, based on its most recent evaluation prior to the date hereof (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Camber’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Camber’s internal controls over financial reporting. These disclosures were made in the Viking SEC Reports. (d) Except as set forth therein in Section 4.5(d) of the Viking Disclosure Schedule, since January 1, 2017, (i) neither Viking nor any Viking Subsidiary, nor, to the knowledge of Viking, any director, officer, auditor, accountant or Representative of Viking or any Viking Subsidiary, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to reserves, write-downs, charge-offs and accruals) of Viking or any Viking Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Viking or any Viking Subsidiary has engaged in questionable accounting or auditing practices, (ii) no employee of or attorney representing Viking or any Viking Subsidiary, whether or not employed by Viking or any Viking Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Viking or any Viking Subsidiary or any of their respective officers, directors, employees or agents to the results Board of operationsDirectors of Viking or any committee thereof or the Board of Directors or similar governing body of any Viking Subsidiary or any committee thereof, stockholders’ equity or to the knowledge of Viking, to any director or officer of Viking or any Viking Subsidiary; and cash flows (iii) neither Viking nor any Viking Subsidiary, nor, to the knowledge of WSFS for Viking, any director, officer or Representative of Viking or any Viking Subsidiary, is under investigation by, or is subject to any action brought by or on behalf of, the respective periods set forth thereinSecurities and Exchange Commission, subject in the case of unaudited financial statements to yearFINRA, any state securities division or any self-end adjustmentsregulatory agency.

Financial Statements. (a) Innes Street has previously made available to Xxxxxx Bancorp the Innes Street Regulatory Reports. The WSFS Financial Statements included or incorporated Innes Street Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by reference in the WSFS SEC Reports (i) are truesuch statements, accurate and complete fairly present in all material respects, the consolidated financial position, results of operations and have been prepared fromchanges in shareholders' equity of Innes Street as of and for the periods ended on the dates thereof, and are in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) Innes Street has previously made available to Xxxxxx Bancorp the Books and Records of the WSFS Entities, (ii) Innes Street Financials. The Innes Street Financials have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiincluding the related notes where applicable) fairly present in each case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustments. The ), the consolidated WSFS Financial Statements to be prepared after financial position, results of operations and cash flows of Innes Street and Citizens Bank on a consolidated basis as of and for the date of this Agreement and prior to respective periods ending on the Closing (A) will be truedates thereof, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP applied on a consistent basis during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesthereto, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject or in the case of unaudited financial statements statements, as permitted by Form 10-Q. (c) At the date of each balance sheet included in the Innes Street Financials or the Innes Street Regulatory Reports, Innes Street did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to year-end adjustmentsbe reflected in such Innes Street Financials or Innes Street Regulatory Reports or in the footnotes thereto 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. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) The financial statements (including any related notes) contained in the Issuer SEC Documents, as of their respective effective dates (in the case of the Issuer SEC Documents that are true, accurate and complete registration statements filed pursuant to the requirements of the Securities Act) or as of their respective SEC filing dates (in the case of all other Issuer SEC Documents): (A) complied as to form in all material respects, and have been prepared from, and are in accordance respects with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECSEC with respect thereto, (B) were prepared in each case, consistently accordance with U.S. GAAP applied on a consistent basis throughout the periods covered thereby (except (a) as may be otherwise indicated specifically provided in such financial statements or the notes thereto, or (b) in the notes thereto and except with respect case of unaudited interim statements, to the interim financial statements for the omission of extent they may exclude footnotes or may be condensed to summary statements) and (iiiC) fairly present in all material respects the consolidated financial condition position of the WSFS Entities Issuer and the Subsidiaries as of the respective dates set forth therein thereof and the consolidated results of operations, stockholders’ equity operations and cash flows of the WSFS Entities Issuer and its Subsidiaries for the respective periods set forth therein, subject covered thereby (other than as may have corrected or clarified in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECa subsequent Issuer SEC Document), in each case, consistently applied case except as may be otherwise indicated disclosed therein and as permitted under the Exchange Act. (ii) Neither the Issuer nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement, arrangement or undertaking (including any contract, agreement, arrangement or undertaking relating to any transaction or relationship between or among one or more of the Issuer and/or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, as defined in Rule 405 under the Securities Act (the “Affiliate”), including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such contract, agreement, arrangement or undertaking is to avoid disclosure of any material transaction involving, or material liabilities of, the Issuer or any of the Subsidiaries in the notes thereto and except with respect to unaudited Issuer’s or such Subsidiary’s published financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsor other Issuer SEC Documents.

Financial Statements. (a) CNYF has previously delivered to Niagara Bancorp the CNYF Regulatory Reports. The WSFS Financial Statements included CNYF Regulatory Reports have been, or incorporated will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by reference in the WSFS SEC Reports (i) are truesuch statements, accurate and complete fairly present, or will fairly present in all material respects, the consolidated financial position, results of operations and have been prepared fromchanges in shareholders' equity of CNYF as of and for the periods ended on the dates thereof, and are in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) CNYF has previously delivered to Niagara Bancorp the Books and Records of the WSFS EntitiesCNYF Financials. The CNYF Financials have been, (ii) have been or will be, prepared in accordance with GAAP, regulatory accounting principles and (including the applicable accounting requirements and with the published rules and regulations of the SECrelated notes where applicable) fairly present, or will fairly present, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustments. The ), the consolidated WSFS Financial Statements to be prepared after financial position, results of operations and cash flows of CNYF and the date CNYF Subsidiaries as of this Agreement and prior to for the Closing (A) will be truerespective periods ending on the dates thereof, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP applied on a consistent basis during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesthereto, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject or in the case of unaudited financial statements statements, as permitted by Form 10-Q. (c) At the date of each balance sheet included in the CNYF Financials or the CNYF Regulatory Reports, CNYF did not have, or will not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to year-end adjustmentsbe reflected in such CNYF Financials or CNYF Regulatory Reports or in the footnotes thereto 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 and 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. (a) The WSFS Financial Statements financial statements of South State and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC South State Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSouth State and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of South State and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesSouth State and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since December 31, 2017, no independent public accounting firm of South State has resigned (or informed South State that it intends to resign) or been dismissed as independent public accountants of South State as a result of or in connection with any disagreements with South State on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on South State, neither South State nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS South State included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2019, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of South State 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 of South State or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on South State. South State (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to South State, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsSouth State by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to South State’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject South State’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect South State’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in South State’s internal controls over financial reporting. These disclosures were made in writing by management to South State’s auditors and audit committee. South State has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2017, (i) neither South State nor any of its Subsidiaries, nor, to the knowledge of South State, any Representative of South State or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of South State or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that South State or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing South State or any of its Subsidiaries, whether or not employed by South State or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by South State or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of South State or any committee thereof or the Board of Directors or similar governing body of any South State Subsidiary or any committee thereof, or to the knowledge of South State, to any director or officer of South State or any South State Subsidiary.

Financial Statements. (a) The WSFS Financial Statements financial statements of the Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries, (ii) have been prepared fairly present the consolidated statements of operations, statements of comprehensive income, cash flows, changes in accordance shareholders’ equity and consolidated financial position of the Company and its Subsidiaries for the fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory U.S. generally accepted accounting principles and (“GAAP”) consistently applied during the applicable accounting requirements and with the published rules and regulations of the SECperiods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotes, Company and (C) will fairly present its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Xxxx Xxxxx LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither the Company nor any of its Subsidiaries has incurred or is subject to any liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated financial condition of WSFS as balance sheet of the respective dates set forth therein Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2020 which have been Previously Disclosed, or (iii) in connection with this Agreement and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. (a) The WSFS Financial Statements financial statements of CIT and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC CIT Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCIT and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of CIT and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto. The books and records of CIT and its Subsidiaries have since December 31, 2017, been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CIT. Since December 31, 2017, no independent public accounting firm of CIT has resigned (or informed CIT that it intends to resign) or been dismissed as independent public accountants of CIT as a result of or in connection with any disagreements with CIT on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CIT, neither CIT nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of CIT included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2020, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of CIT 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 of CIT or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on CIT. CIT (x) has implemented and maintains disclosure controls and procedures and internal controls over financial reporting (as defined in Rule 13a-15(e) and (f), respectively, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to CIT, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of CIT by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to CIT’s outside auditors and the audit committee of CIT’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CIT’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in CIT’s internal controls over financial reporting. These disclosures were made in writing by management to CIT’s auditors and audit committee and true, correct and complete copies of such disclosures have been made available by CIT to the BancShares Parties. There is no reason to believe that CIT’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since January 1, 2018, (i) neither CIT nor any of its Subsidiaries, nor, to the knowledge of CIT, any director, officer, auditor, accountant or representative of CIT or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesCIT or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that CIT or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Cii) will fairly present in all no employee of or attorney representing CIT or any of its Subsidiaries, whether or not employed by CIT or any of its Subsidiaries, has reported evidence of a material respects violation of securities laws or banking laws, breach of fiduciary duty or similar violation by CIT or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of CIT or any committee thereof or the respective dates set forth therein and Board of Directors or similar governing body of any CIT Subsidiary or any committee thereof, or to the results knowledge of operationsCIT, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsCIT or any CIT Subsidiary.

Financial Statements. (a) The WSFS Financial Statements included or incorporated by reference financial statements of SPAC contained in the WSFS SPAC SEC Reports Filings (ithe “SPAC Financial Statements”) are true, accurate true and complete correct in all material respectsrespects and present fairly the financial condition, operating results, stockholders equity and have been prepared from, and are in accordance with the Books and Records cash flows of SPAC as of the WSFS Entities, (ii) dates and during the periods indicated. The SPAC Financial Statements have been prepared in accordance with GAAPGAAP and Regulation S-X, regulatory accounting principles and applied on a consistent basis throughout the applicable accounting requirements and with the published rules and regulations of the SECperiods indicated (except, in each casethe case of unaudited interim financial statements, consistently applied except that they are subject to normal and recurring year-end adjustments and as may be otherwise indicated in the notes thereto as permitted by Form 10-Q of the SEC). The books of account, ledgers, order books, records and except other financial documents of SPAC accurately and completely reflect all material information relating to SPAC’s business, the nature, acquisition, maintenance, location and collection of its assets and the nature of all transactions giving rise to its obligations and accounts receivable. (b) SPAC has in place disclosure controls and procedures that are designed to reasonably ensure that material information relating to SPAC (including any fraud that involves management or other employees who have a significant role in the internal controls of SPAC) is made known to the management of SPAC by others within SPAC and are effective in recording, processing, summarizing and reporting financial data. SPAC maintains 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 (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Since the formation of SPAC, neither SPAC nor, to the knowledge of SPAC, any Representative of SPAC has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of SPAC or Merger Sub with respect to the interim financial statements for SPAC Financial Statements or the omission internal accounting controls of footnotes and SPAC or Merger Sub, including any written complaint, allegation, assertion or claim that SPAC or Merger Sub has engaged in questionable accounting or auditing practices. Since the formation of SPAC, no attorney representing SPAC, whether or not employed by SPAC, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by SPAC or any of its Representatives to the SPAC Board or any committee thereof or to any director or officer of SPAC. (iiid) fairly present SPAC has no liability or obligation absolute or contingent, individually or in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates aggregate, that would be required to be set forth therein and the on a consolidated results balance sheet of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been SPAC prepared in accordance with GAAPGAAP applied and in accordance with past practice, regulatory accounting principles other than (i) obligations and liabilities that have not had and would not reasonably be expected to have, individually or in the applicable accounting requirements aggregate, a material adverse effect, (ii) obligations and liabilities under Contracts incurred in the Ordinary Course (other than due to a breach under any such Contracts, or any act or omission that with the published rules and regulations giving of notice, the SEClapse of time or otherwise, in each casewould constitute a breach thereunder), consistently applied except as may be otherwise indicated in (iii) SPAC Transaction Expenses, (iv) obligations incurred by SPAC’s execution of this Agreement (other than due to a breach hereunder, or any act or omission that with the notes thereto and except with respect to unaudited financial statements for giving of notice, the omission lapse of footnotestime or otherwise, would constitute a breach hereunder), and (Cv) will fairly present obligations and liabilities reflected, or reserved against, in all material respects the consolidated financial condition of WSFS SPAC Financial Statements or as set forth in Section 4.4(d) of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsSPAC Disclosure Schedules.

Financial Statements. (a) The WSFS Financial Statements financial statements of Cascade and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Cascade Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCascade and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Cascade and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCascade and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. BDO USA, LLP has not resigned (or informed Cascade that it intends to resign) or been dismissed as independent public accountants of Cascade as a result of or in connection with any disagreements with Cascade on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the consolidated financial condition of WSFS aggregate, a Material Adverse Effect on Cascade, as of the respective dates set forth therein date hereof, neither Cascade nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Cascade included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2013, or in connection with this Agreement and the results transactions contemplated hereby. (c) The records, systems, controls, data and information of operationsCascade and its Subsidiaries are recorded, stockholders’ equity stored, maintained and cash flows operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of WSFS Cascade or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on Cascade. Cascade (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective periods set forth thereinExchange Act) to ensure that material information relating to Cascade, subject including its Subsidiaries, is accumulated and communicated to the chief executive officer and the chief financial officer of Cascade by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Cascade’s outside auditors and the audit committee of Cascade’s Board of Directors (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Cascade’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Cascade’s internal controls over financial reporting. These disclosures were made in writing by management to Cascade’s auditors and audit committee and a copy has previously been made available to Home. There is no reason to believe that Cascade’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2010, (i) neither Cascade nor any of its Subsidiaries, nor, to the knowledge of Cascade, any director, officer, auditor, accountant or representative of Cascade or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Cascade or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cascade or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Cascade or any of its Subsidiaries, whether or not employed by Cascade or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Cascade or any of its officers, directors, employees or agents to the Board of Directors of Cascade or any committee thereof or to the knowledge of Cascade, to any director or officer of Cascade.

Financial Statements. (a) The WSFS Financial Statements financial statements of Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. As of the date hereof, the books and except with respect to unaudited financial statements for the omission records of footnotes, Company and (C) will fairly present its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Ernst & Young LLP has not resigned or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Company nor any of its Subsidiaries has any material liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS as Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008 (including any notes thereto) and (ii) liabilities incurred in the ordinary course of the respective dates set forth therein business consistent with past practice since June 30, 2008 or in connection with this Agreement and the results transactions contemplated hereby. (c) The records, systems, controls, data and information of operationsCompany and its Subsidiaries are recorded, stockholders’ equity stored, maintained and cash flows operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of WSFS Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for the respective periods set forth therein, subject in the case any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on Company’s system of unaudited financial statements to year-end adjustmentsinternal accounting controls.

Financial Statements. (a) The WSFS Financial Statements audited consolidated financial statements and unaudited consolidated interim financial statements of Knight and its Subsidiaries included (or incorporated by reference reference) in Knight’s reports filed publicly with the WSFS SEC Reports since January 1, 2009 (the “Knight Financial Statements”) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesKnight and its Subsidiaries, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial condition position of Knight and its Subsidiaries for the WSFS Entities respective fiscal periods or as of the respective dates therein set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the interim financial unaudited statements to recurring year-end audit adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement ) and prior to the Closing (Aiii) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved (except in the case of unaudited statements for the absence of footnotes and other presentations items), regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. Since January 1, 2009, the books and except with respect records of Knight and its Subsidiaries have been, and are being, maintained in a manner necessary to unaudited permit preparation of Knight’s financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as in accordance with GAAP and in accordance, in all materials respects, with any other applicable legal requirements. As of the respective dates set forth therein date of this Agreement, PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountants of Knight as a result of or in connection with any disagreements with Knight on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except for (i) those liabilities and obligations that are fully reflected or reserved against on the June 30, 2012 consolidated balance sheet of Knight included in Knight Financial Statements; or (ii) liabilities and obligations incurred in the ordinary course of business since June 30, 2012 consistent with past practice, neither Knight nor any of its Subsidiaries has any liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due) that has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Knight. Neither Knight nor any of its Subsidiaries is a party to any “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K. (c) Knight (x) maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) sufficient to provide reasonable assurance that material information relating to Knight, including its consolidated Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsKnight by others within those entities, stockholders’ equity and cash flows (y) since December 31, 2008, has disclosed to Knight’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Knight’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal controls over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to year-end adjustmentsadversely affect Knight’s ability to record, process, summarize and report financial information and (ii) to the knowledge of Knight, any fraud, whether or not material, that involves management or other employees who have a significant role in Knight’s internal controls over financial reporting. (d) Since December 31, 2011, (i) neither Knight nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Knight or any of its Subsidiaries has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Knight or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Knight or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Knight or any of its Subsidiaries, whether or not employed by Knight or any of its Subsidiaries, has reported to the Board of Directors of Knight, any committee thereof or to any officer of Knight evidence of a material violation of securities laws, a breach of fiduciary duty or a similar violation by Knight or any of its officers, directors or employees.

Financial Statements. The WSFS Financial Statements included or incorporated by reference Except as otherwise set forth on Schedule 3.7: (a) Schedule 3.7 contains an accurate copy of the pro forma balance sheet (the “Pro Forma Balance Sheet”) of RIGS as of December 31, 2008 (the “Pro Forma Balance Sheet Date”), reflecting adjustments for the material liabilities of RIGS that were recorded on the trial balance of RGS and certain other adjustments, and the pro forma income statement for the year ended December 31, 2008, which present fairly in accordance with GAAP the WSFS SEC Reports financial position of RIGS at such date and the results of operations of RIGS for such period, except, in each case, for (i) are true, accurate the absence of footnotes and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been the adjustments set forth on Schedule 3.7. (b) RIGS has no obligations or liabilities that would be required to be reflected or reserved against in a balance sheet prepared in accordance with GAAP, regulatory accounting principles and except for: (i) liabilities set forth, reflected in, reserved against or disclosed in the applicable accounting requirements and Pro Forma Balance Sheet; (ii) liabilities incurred in the ordinary course of business or in connection with the published rules and regulations Haynesville Expansion Project since the Pro Forma Balance Sheet Date (none of the SECwhich results from, in each casearises out of, consistently applied except as may be otherwise indicated relates to, is in the notes thereto nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement, or violation of Law or that would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect other than liabilities relating to the Haynesville Expansion Contracts); (iii) liabilities under Contracts (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement, or violation of Law); and (iv) such other liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Except as contemplated by this Agreement or disclosed in this Agreement or as set forth on Schedule 3.7, and except in connection with the Haynesville Expansion Project in accordance with the Haynesville Expansion Budget: (i) from the Pro Forma Balance Sheet Date through the Execution Date RIGS has conducted its business in all material respects in the ordinary course and consistent with past practice; (ii) from the Pro Forma Balance Sheet Date through the Closing Date there has not been (A) any change, circumstance or event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (B) any damage, destruction or loss, whether or not covered by insurance that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (C) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the interim financial statements for the omission of footnotes and RIGS Interests; and (iii) fairly present in all material respects from the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to Pro Forma Balance Sheet Date through the Closing Date RIGS has not (A) will be truesold, accurate and complete transferred, conveyed, assigned or otherwise disposed of any of its material assets or properties other than in all material respects, connection with the Haynesville Expansion Project in accordance with the Haynesville Expansion Budget; (B) will have been prepared in accordance with GAAPmade any material loans, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECadvances or capital contributions to, in each caseor investments in, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and any other Person; (C) will fairly present in all material respects the consolidated financial condition of WSFS as terminated, modified, amended or otherwise altered or changed any of the respective dates set forth therein and terms or provisions of any Material Contract; (D) merged or consolidated with any other Person or acquired the results interests in or business of operationsany other Person or entered into any agreement with respect thereto; (E) made any change in its accounting methods, stockholders’ equity and cash flows of WSFS for the respective periods set forth thereinprinciples or practices, subject in the case of unaudited financial statements to year-end adjustmentsexcept as required by GAAP; or (F) made any capital expenditure other than under a Material Contract or a Haynesville Expansion Contract.

Financial Statements. (a) The WSFS Financial Statements Except as set forth in Section 3.5(a) of the Camber Disclosure Schedule, the financial statements of Camber and the Camber Subsidiaries included (or incorporated by reference reference) in the WSFS Camber SEC Reports (defined below)(including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of Camber and the WSFS EntitiesCamber Subsidiaries, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated results of operations, regulatory accounting principles cash flows, changes in stockholders’ equity and consolidated financial position of Camber and the Camber Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for records of Camber and the omission of footnotesCamber Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. February 2021 - April 2023 – First Amendment to (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, neither Camber nor any Camber Subsidiary has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Camber included in its Quarterly Annual Report on Form 10-Q K for the fiscal quarter year ended September 30 December 31, 2020 2022 (including any notes thereto), liabilities incurred in the ordinary course of business consistent with past practice since September 30 December 31, 2020 2022, or in connection with this Agreement and the transactions contemplated hereby, and liabilities related to the liquidation preference of Camber’s Series C Preferred Stock and/or Series G Preferred Stock. (c) The records, systems, controls, data and information of Camber and the Camber 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 of Camber or the Camber Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on Camber. Camber (x) has not implemented and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Camber, including the Camber Subsidiaries, is made known to the chief executive officer and the chief financial officer of Camber by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and (y) has disclosed, based on its most recent evaluation prior to the date hereof (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Xxxxxx’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Camber’s internal controls over financial reporting. These disclosures were made in the Camber SEC Reports. (d) Except as set forth therein in Section 4.5 3.5(d a) of the Camber Disclosure Schedule, since January 1, 2018 2021, (i) neither Camber nor any Camber Subsidiary, nor, to the knowledge of Camber, any director, officer, auditor, accountant or Representative of Camber or any Camber Subsidiary, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to reserves, write-downs, charge-offs and accruals) of Camber or any Camber Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Camber or any Camber Subsidiary has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing Camber or any Camber Subsidiary, whether or not employed by Camber or any Camber Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Camber or any Camber Subsidiary or any of their respective officers, directors, employees or agents to the results Board of operationsDirectors of Camber or any committee thereof or the Board of Directors or similar governing body of any Camber Subsidiary or any committee thereof, stockholders’ equity and cash flows or to the knowledge of WSFS for the respective periods set forth thereinCamber, subject in the case to any director or officer of unaudited financial statements to year-end adjustments.Camber or any Camber Subsidiary. February 2021 - April 2023 – First Amendment to

Financial Statements. The WSFS (a) With respect to the NewCo Business, the consolidated financial statements of Seller as at the Effective Date attached hereto as Schedule 11.2 (a) (the Consolidated Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (iiStatements) have been prepared in accordance with GAAP, regulatory accounting principles IFRS/IAS and the applicable accounting requirements segment reporting for the enterprise content management segment presents a true and with the published rules and regulations fair view of the SECasset, in each casefinancial and profit (Vermögens-, consistently applied except as may be otherwise indicated in Finanz- und Ertragslage) status of the notes thereto and except with respect to NewCo Business for the interim period ending on the Effective Date. (b) The individual financial statements for of NewCo (Eröffnungsbilanz) as at the omission of footnotes and Effective Date attached hereto as Schedule 11.2 (iiib) fairly present in all material respects (the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS NewCo Individual Financial Statements to be prepared after the date of this Agreement and prior to the Closing (AStatements) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPapplicable local GAAP and present a true and fair view of the asset status (Vermögenslage) of NewCo as of the Effective Date. (c) The individual financial statements of the Companies (Einzelabschluß) as at the Effective Date attached hereto as Schedule 11.2 (c) (the Companies Individual Financial Statements) have been prepared in accordance with applicable local GAAP and present a true and fair view of the asset, regulatory accounting principles financial and profit (Vermögens-, Finanz- und Ertragslage) status of the Companies as of the Effective Date. (d) To the extent not required to be included on the liabilities side of the balance sheet, any contingent liabilities of NewCo and the applicable accounting requirements and with Companies (Eventualverbindlichkeiten) vis-à-vis third parties within the published rules and regulations meaning of Section 251 of the SEC, German Commercial Code or similar provisions under applicable local laws - including liabilities based on comfort letters (Patronatserklärungen) - as at the Effective Date in each case, consistently applied excess of EUR 50,000.00 have been included in the Consolidated Financial Statements or in the Individual Financial Statements as below-the-lines items except as may be otherwise indicated set out in Schedule 11.2 (d). (e) Except for the items listed in Schedule 11.2 (e), as at the Closing Date and as measured by the Final Closing Accounts, neither NewCo nor the Companies have any non-current liabilities in accordance with IFRS/IAS. (f) Neither NewCo nor any of the Companies have any liabilities (including, without limitation, contingent liabilities) from swap transactions, options or other derivatives save for any derivative transactions for purposes of hedge in the notes thereto and ordinary course of business or except with respect as specifically mentioned in the Individual Financial Statements. (g) Since the Effective Date, neither NewCo nor any of the Companies have resolved or distributed any dividends or similar payments. (h) NewCo and, to unaudited financial statements for the omission of footnotesSeller’s Knowledge, and (C) will fairly present the Companies have complied in all material respects aspects with their obligations concerning the consolidated financial condition retention of WSFS records according to Section 257 of the German Commercial Code or similar provisions in applicable foreign jurisdictions. (i) The accruals for pension obligations for the employees of the NewCo Business as calculated based on the actuarial report for IFRS-calculations of Xxxx, Xxxxx & Kollegen, Stuttgart, dated January 12, 2010 as of the respective dates set forth therein and the results December 31, 2009 amount to an aggregate of operations, stockholders’ equity and cash flows of WSFS [*.*]. The accruals for partial retirement for the respective periods set forth thereinemployees of the NewCo Business as calculated based on the actuarial report for IFRS-calculations of Xxxx, subject in the case Xxxxx & Kollegen, Stuttgart, dated, January 12, 2010 as of unaudited financial statements December 31, 2009 amount to year-end adjustmentsan aggregate of [*.*].

Financial Statements. The WSFS Financial Statements included or incorporated by reference in (a) Rolling Thunder's audited financial statements as at May 17, 2005 and for the WSFS SEC Reports period from March 24, 2004 to May 17, 2005 and its unaudited financial statements as at and for the three months ended June 30, 2005: (i) are truedid not contain any untrue statement of a material fact or omit to state a material fact requested to be stated therein or necessary to make the statements therein, accurate in light of the circumstance under which they were made, not misleading and complete complied in all material respects, respects with all applicable Laws; and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory generally accepted accounting principles applicable in Canada ("GAAP") and the applicable accounting requirements and with the published rules and regulations of the SECfairly present, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles the financial position, results of operations and the applicable accounting requirements and with the published rules and regulations changes in financial position of Rolling Thunder as of the SECdates thereof and for the periods indicated therein (subject, in each casethe case of any unaudited interim financial statements, consistently applied except to normal year-end audit adjustments). (b) Rolling Thunder will deliver to San Telmo as may be otherwise indicated in soon as they become available true and complete copies of any reports or statements filed by it with Securities Authorities subsequent to the notes thereto date hereof. As of their respective dates, such reports and except with respect statements (excluding any information therein provided by San Telmo, as to unaudited financial statements for the omission of footnotes, and (Cwhich Rolling Thunder makes no representation) will fairly present 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 are made, not misleading and will comply in all material respects with all applicable Laws. (c) Rolling Thunder will deliver to San Telmo as soon as they become available true and complete copies of any reports or statements filed by it with Securities Authorities subsequent to the consolidated financial condition date hereof. As of WSFS their respective dates, such reports and statements (excluding any information therein provided by San Telmo, as to which Rolling Thunder makes no representation) to the extent that such reports or statements are required by applicable Laws, will 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 respective dates set forth circumstances under which they are made, not misleading and will comply in all material respects with all applicable Laws. The financial statements of Rolling Thunder issued by Rolling Thunder or to be included in such reports and statements (excluding any information therein provided by San Telmo, as to which Rolling Thunder makes no representation) will be prepared in accordance with generally accepted accounting principles in Canada (except (A) as otherwise indicated in such financial statements and the results notes thereto or, in the case of operationsaudited statements, stockholders’ equity and cash flows in the related report of WSFS for the respective periods set forth therein, subject Rolling Thunder's independent accountants or (B) in the case of unaudited interim financial statements statements, to year-the extent they may not include footnotes or may be condensed or summary statements) and will present fairly the financial position, results of operations and changes in financial position of Rolling Thunder as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year end audit adjustments).

Financial Statements. (a) The WSFS Financial Statements financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS Parent SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS Entities, Parent and its Subsidiaries; (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount); (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto; and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. As of the date hereof, the books and except with respect to unaudited financial statements for the omission records of footnotes, Parent and (C) will fairly present its Subsidiaries have been maintained in all material respects the consolidated financial condition of WSFS as in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the respective dates set forth therein date hereof, KPMG LLP has not resigned or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) The records, systems, controls, data and information of Parent 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 results exclusive ownership and direct control of operationsParent or its Subsidiaries or accountants (including all means of access thereto and therefrom), stockholders’ equity except for any non-exclusive ownership and cash flows non-direct control that would not reasonably be expected to have a material adverse effect on Parent’s system of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsinternal accounting controls.

Financial Statements. (a) The WSFS Financial Statements financial statements of SYBT and the SYBT Subsidiaries included (or incorporated by reference reference) in SYBT Reports (including the WSFS SEC Reports related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of SYBT and the WSFS EntitiesSYBT Subsidiaries, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated results of operations, regulatory accounting principles cash flows, changes in shareholders’ equity and consolidated financial position of SYBT and the SYBT Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in the statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for records of SYBT and the omission of footnotesSYBT Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. BKD, LLP has not resigned (or informed SYBT that it intends to resign) or been dismissed as independent public accountants of SYBT as a result of or in connection with any disagreements with SYBT on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SYBT, neither SYBT nor any of the SYBT Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of SYBT, except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS as SYBT included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course, consistent with past practices, since December 31, 2019, or in connection with this Agreement and the transactions contemplated hereby. (c) Since January 1, 2018, (i) neither SYBT nor any of the SYBT Subsidiaries, nor, to the knowledge of SYBT, any director, officer, auditor, accountant or representative of SYBT or any of the SYBT Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of SYBT or any of the SYBT Subsidiaries or their respective dates set forth therein internal accounting controls, including any material complaint, allegation, assertion or claim that SYBT or any of the SYBT Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing SYBT or any of the results SYBT Subsidiaries, whether or not employed by SYBT or any of operationsthe SYBT Subsidiaries, stockholders’ equity and cash flows has reported evidence of WSFS for a material violation of securities laws, breach of fiduciary duty or similar violation by SYBT or any of its officers, directors, employees or agents to the respective periods set forth thereinBoard of Directors of SYBT or any committee thereof or to the knowledge of SYBT, subject in the case to any director or officer of unaudited financial statements to year-end adjustmentsSYBT.

Financial Statements. (a) The WSFS Financial Statements financial statements of Purchaser and its Subsidiaries included (or incorporated by reference reference) in the WSFS Purchaser SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS Entities, Purchaser and its Subsidiaries; (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Purchaser and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount); (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto; and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. As of the date hereof, the books and except with respect to unaudited financial statements for the omission records of footnotes, Purchaser and (C) will fairly present its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP has not resigned (or informed Purchaser that indicated it intends to resign) or been dismissed as independent public accountants of Purchaser as a result of or in connection with any disagreements with Purchaser on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Purchaser nor any of its Subsidiaries has incurred any material liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Purchaser included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2011 which have either been Previously Disclosed or would not have, individually or in the aggregate, be material to the operation of Purchaser and its Subsidiaries, taken as of the respective dates set forth therein a whole or (iii) in connection with this Agreement and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. (a) The WSFS Financial Statements financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Parent Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesParent and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. KMPG has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, neither Parent nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of Parent, except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Parent included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2015, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Parent 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 of Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent. Parent (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsParent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Parent’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Parent’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of Parent, any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. To the knowledge of Parent, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2013, (i) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof or to the knowledge of Parent, to any director or officer of Parent.

Financial Statements. (a) Sovereign has previously delivered, or will deliver, to First Essex, the Sovereign Regulatory Reports available to First Essex for inspection. The WSFS Financial Statements included Sovereign Regulatory Reports have been, or incorporated by reference in the WSFS SEC Reports (i) are truewill be, accurate and complete prepared in all material respects, and have been prepared from, and are respects in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, applicable regulatory accounting principles and practices throughout the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotescovered by such statements, and (C) fairly present, or will fairly present in all material respects respects, the consolidated financial condition of WSFS as of the respective dates set forth therein and the position, results of operations, and changes in stockholders’ ' equity of Sovereign as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) Sovereign has previously delivered, or will deliver, to First Essex the Sovereign Financials. The Sovereign Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by the Sovereign Financials, except as noted therein and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of WSFS Sovereign as of and for the respective periods set forth ending on the dates thereof, in accordance with GAAP applied on a consistent basis throughout the periods covered by the Sovereign Financials, except as noted therein. (c) At the date of each balance sheet included in the Sovereign Financials or Sovereign Regulatory Reports, Sovereign did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Sovereign Financials or in the footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto, except for liabilities, obligations or loss contingencies which are not material in the aggregate and which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations or loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited financial statements statements, to year-end adjustmentsnormal recurring audit adjustments and the absence of footnotes.

Financial Statements. (a) The WSFS Financial Statements financial statements of NYCB and the NYCB Subsidiaries included (or incorporated by reference reference) in the WSFS SEC NYCB Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of NYCB and the WSFS EntitiesNYCB Subsidiaries in all material respects, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated results of operations, regulatory accounting principles cash flows, changes in stockholders’ equity and consolidated financial position of NYCB and the NYCB Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for records of NYCB and the omission of footnotesNYCB Subsidiaries have been, since January 1, 2018, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. No independent public accounting firm of NYCB has resigned (or informed NYCB that it intends to resign) or been dismissed as independent public accountants of NYCB as a result of or in connection with any disagreements with NYCB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCB, neither NYCB nor any of the NYCB Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of NYCB, except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS NYCB included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2020, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of NYCB and the NYCB 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 of, or leased or provided as a service to, NYCB or the NYCB Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NYCB. NYCB (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to NYCB, including NYCB Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsNYCB by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to NYCB’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject NYCB’s Board of Directors (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect NYCB’s ability to record, process, summarize and report financial information, and (B) to the knowledge of NYCB, any fraud, whether or not material, that involves management or other employees who have a significant role in NYCB’s internal controls over financial reporting. Any such disclosures were made in writing by management to NYCB’s auditors and audit committee and true and complete copies of such disclosures have been made available to Flagstar. To the knowledge of NYCB, there is no reason to believe that NYCB’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2018, (i) neither NYCB nor any of the NYCB Subsidiaries, nor, to the knowledge of NYCB, any director, officer, auditor, accountant or representative of NYCB or any of the NYCB Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of NYCB or any of the NYCB Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that NYCB or any of the NYCB Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing NYCB or any of the NYCB Subsidiaries, whether or not employed or retained by NYCB or any of the NYCB Subsidiaries, has reported evidence of a material violation of securities laws or banking laws, breach of fiduciary duty or similar violation by NYCB or any of the NYCB Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of NYCB or any committee thereof or the Board of Directors or similar governing body of any NYCB Subsidiary or any committee thereof, or, to the knowledge of NYCB, to any director or officer of NYCB or any NYCB Subsidiary.

Financial Statements. (a) The WSFS financial statements of SPAC contained in SPAC SEC Filings (the “SPAC Financial Statements included or incorporated by reference in the WSFS SEC Reports Statements”) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAPthe books and records of SPAC, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiii) fairly present in all material respects the consolidated financial condition of the WSFS Entities SPAC on a consolidated basis as of the respective dates set forth therein indicated therein, and the consolidated results of operations, stockholders’ equity operations and cash flows of the WSFS Entities SPAC on a consolidated basis for the respective periods set forth indicated therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (Aiii) will be true, accurate and complete in all material respects, (B) will have been were prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods involved, regulatory accounting principles and (iv) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to SPAC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS effect as of the respective dates thereof (including, to the extent applicable to SPAC, Regulation S-X under the Securities Act). (b) SPAC has in place disclosure controls and procedures that are (i) designed to reasonably ensure that material information relating to SPAC is made known to the management of SPAC by others within SPAC; and (ii) effective in all material respects to perform the functions for which they were established. SPAC maintains a system of internal accounting controls sufficient to provide reasonable assurance that (w) transactions are executed in accordance with management’s general or specific authorizations, (x) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (y) access to assets is permitted only in accordance with management’s general or specific authorization and (z) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) SPAC has no Liability, and there is no existing condition, situation or set of circumstances which is reasonably expected to result in any Liability, other than (i) Liabilities incurred after January 5, 2021 in the Ordinary Course or other Liabilities that individually and in the aggregate are immaterial, (ii) Liabilities reflected, or reserved against, in the SPAC Financial Statements or (iii) any SPAC Transaction Expenses (disregarding any limitation of amounts set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case definition of unaudited “SPAC Transaction Expenses”). (d) Neither SPAC, nor, to the Knowledge of SPAC, an independent auditor of SPAC, has identified or been made aware in writing of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by SPAC, (ii) any fraud, whether or not material, that involves SPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by SPAC, or (iii) to year-end adjustmentsthe Knowledge of SPAC, any allegation, assertion or claim regarding any of the foregoing.

Financial Statements. (a) The WSFS financial statements of First Financial Statements and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC First Financial Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesFirst Financial and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of First Financial and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesFirst Financial and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Xxxxx Xxxxxxx LLP has not resigned (or informed First Financial that it intends to resign) or been dismissed as independent public accountants of First Financial as a result of or in connection with any disagreements with First Financial on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Financial, neither First Financial nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS First Financial included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2018, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of First Financial 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 of First Financial or its Subsidiaries or accountants (including all means of access thereto and therefrom),except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on First Financial. First Financial (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to First Financial, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsFirst Financial by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to First Financial’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject First Financial’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect First Financial’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Financial’s internal controls over financial reporting. These disclosures were made in writing by management to First Financial’s auditors and audit committee and a copy has previously been made available to HopFed. There is no reason to believe that First Financial’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2015, (i) neither First Financial nor any of its Subsidiaries, nor, to the knowledge of First Financial, any director, officer, auditor, accountant or representative of First Financial or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of First Financial or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Financial or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing First Financial or any of its Subsidiaries, whether or not employed by First Financial or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by First Financial or any of its officers, directors, employees or agents to the Board of Directors of First Financial or any committee thereof or to the knowledge of First Financial, to any director or officer of First Financial.

Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) are trueExcept as disclosed in Schedule “E”, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records Section (j)(i) of the WSFS Entities4Front Disclosure Letter, (iiA) the audited consolidated financial statements for 4Front as at and for the fiscal year ended on December 31, 2017, including the notes thereto and the reports by 4Front’s auditors thereon; and (B) the unaudited consolidated financial statements for 4Front as at and for the nine (9) month period ending September 30, 2018, have been prepared in accordance with GAAPIFRS, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations all financial statements of the SEC, 4Front which are prepared by 4Front in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect of any subsequent periods prior to the interim financial statements for the omission of footnotes Effective Date will be prepared in accordance with IFRS applied on a basis consistent with prior periods and (iii) fairly all applicable Laws and present fairly, in all material respects respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), the consolidated financial condition position and the results of the WSFS Entities operations of 4Front and its Subsidiaries as of the respective dates set forth therein thereof and the consolidated their results of operations, stockholders’ equity operations and cash flows of the WSFS Entities for the respective periods set forth therein, subject covered thereby (except as may be indicated expressly in the case notes thereto). Other than those listed on Schedule “E”, Section (j) of the interim 4Front Disclosure Letter, there are no outstanding loans made by 4Front to any executive officer or director of 4Front or its Subsidiaries. (ii) Except as disclosed in Schedule “E”, Section (j)(ii) of the 4Front Disclosure Letter, each of 4Front and its Subsidiaries maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes policies and procedures that: (A) provide reasonable assurance that transactions are recorded as necessary to year-end adjustmentspermit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of 4Front are being made only with appropriate authorizations of management and directors of 4Front, as applicable; and (B) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of 4Front that could have a material effect on its financial statements. The consolidated WSFS Financial Statements to be prepared after To the knowledge of 4Front, as of the date of this Agreement and prior to the Closing (A) will be trueAgreement, accurate and complete in all material respectsthere neither is, (B) will have been prepared in accordance with GAAPnor has been, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except any fraud with respect to unaudited 4Front, whether or not material, relating to the financial statements for reporting or internal control over financial reporting of 4Front. To the omission knowledge of footnotes4Front, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results date of operationsthis Agreement, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject there is no fraud that involves management or any other employees who have a significant role in the case internal control over financial reporting of unaudited financial statements 4Front. (iii) Neither 4Front nor any of its Subsidiaries has received any material written complaint, allegation, assertion, or claim that 4Front or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to year-end adjustmentsthe satisfaction of the 4Front Board (or, if applicable, the audit committee thereof), or has not been disclosed to Cannex and BC Newco.

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of MDLY and its Subsidiaries included or incorporated by reference in the WSFS all MDLY SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesMDLY and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of MDLY and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments immaterial in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. (b) Neither MDLY nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to be reflected or reserved for in a balance sheet (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of MDLY included in its Annual Report on Form 10-K for the annual period ended December 31, 2017 (including any notes thereto) and for liabilities and obligations incurred in a commercially reasonable manner and in the ordinary course of business consistent with past practice since the date of such balance sheet. (c) MDLY has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, regulatory accounting principles (ii) that receipts and expenditures of MDLY and its Subsidiaries are being made only in accordance with authorizations of MDLY management and the MDLY Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of MDLY and each of MDLY’s Subsidiaries’ assets that could have a material effect on MDLY’s consolidated financial statements. MDLY has disclosed, based on its most recent evaluation of such internal control over financial reporting prior to the date of this Agreement, to MDLY’s auditors and the audit committee of the MDLY Board and in Section 4.6(c) of the MDLY Disclosure Schedule (x) any significant deficiency and material weakness in the design or operation of MDLY’s internal control over financial reporting that is reasonably likely to adversely affect MDLY’s ability to record, process, summarize or report financial information, and (y) any fraud, whether or not material, that involves MDLY management or other employees of MDLY or any MDLY Subsidiary who have a significant role in MDLY’s internal control over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) MDLY’s “disclosure controls and procedures” (as defined in Rules 13a- 15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by MDLY in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to MDLY’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of MDLY required under the Exchange Act with respect to such reports. MDLY’s management has completed an assessment of the effectiveness of MDLY’s disclosure controls and procedures and, to the extent required by Applicable Law, presented in any applicable accounting requirements MDLY SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (e) Since December 31, 2014, MDLY and its principal executive officer and principal financial officer have complied in all material respects with (i) the published applicable provisions of the Xxxxxxxx-Xxxxx Act and the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in NYSE. The principal executive officer and the notes thereto principal financial officer of MDLY have made all certifications required by Sections 302 and except 906 of the Xxxxxxxx-Xxxxx Act with respect to unaudited financial statements for the omission of footnoteseach MDLY SEC Report, and (C) will fairly present the statements contained in all material respects such certifications were true and correct on the consolidated financial condition of WSFS as date such certifications were made. For purposes of the respective dates set forth therein preceding sentence, “principal executive officer” and “principal financial officer” shall have the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject meanings given to such terms in the case of unaudited financial statements to yearXxxxxxxx-end adjustmentsXxxxx Act.

Financial Statements. The WSFS Financial Statements included or incorporated by reference Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the WSFS Company SEC Reports (the “Company Financials”), including each Company SEC Report filed after the date hereof until the Closing: (i) are true, accurate and complete complied as to form in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and respects with the published rules and regulations of the SECSEC with respect thereto, (ii) was prepared in each case, consistently accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be otherwise indicated in the notes thereto and except with respect to or, in the case of unaudited interim financial statements for statements, as may be permitted by the omission of footnotes SEC on Form 10-Q, 8-K or any successor form under the Exchange Act), and (iii) fairly present and accurately presented in all material respects the consolidated financial condition position of the WSFS Entities Company and its consolidated Subsidiaries as of at the respective dates set forth therein thereof and the consolidated results of operations, stockholders’ equity the Company’s operations and cash flows for the periods indicated. As of the WSFS Entities for date hereof, the respective periods set forth therein, subject Company does not intend to restate any of the Company Financials. The balance sheet of the Company contained in the case Company SEC Reports as of April 1, 2005 is hereinafter referred to as the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after “Company Balance Sheet.” Except as disclosed in the Company Financials, since the date of this Agreement and prior the Company Balance Sheet, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a consolidated balance sheet or in the related notes to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been consolidated financial statement prepared in accordance with GAAP, regulatory accounting principles and except for (i) liabilities incurred since the applicable accounting requirements and with the published rules and regulations date of the SEC, in each case, consistently applied except as may be otherwise indicated Company Balance Sheet in the notes thereto ordinary course of business consistent with past practice and except (ii) liabilities that are not reasonably expected to be material to the Company and its Subsidiaries taken as a whole. The Company has not had any dispute with respect any of its auditors regarding accounting matters or policies during any of its past three full years or during the current fiscal year-to-date which was required to unaudited financial statements for be reported to the omission Company’s Board of footnotesDirectors. The books and records of the Company and each Subsidiary have been, and (C) will fairly present are being maintained in all material respects in accordance with applicable legal and accounting requirements and the consolidated financial condition of WSFS Financial Statements are consistent with such books and records. Except as set forth in Section 2.4(b) of the respective dates set forth therein Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person, on the results other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of operations, stockholders’ equity and cash flows Regulation S-K of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsSEC).

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of MDLY and its Subsidiaries included or incorporated by reference in the WSFS all MDLY SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesMDLY and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of MDLY and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments immaterial in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. (b) Neither MDLY nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to be reflected or reserved for in a balance sheet (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of MDLY included in its Annual Report on Form 10-K for the annual period ended December 31, 2017 (including any notes thereto) and for liabilities and obligations incurred in a commercially reasonable manner and in the ordinary course of business consistent with past practice since the date of such balance sheet. (c) MDLY has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, regulatory accounting principles (ii) that receipts and expenditures of MDLY and its Subsidiaries are being made only in accordance with authorizations of MDLY management and the MDLY Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of MDLY and each of MDLY’s Subsidiaries’ assets that could have a material effect on MDLY’s consolidated financial statements. MDLY has disclosed, based on its most recent evaluation of such internal control over financial reporting prior to the date of this Agreement, to MDLY’s auditors and the audit committee of the MDLY Board and in Section 4.6(c) of the MDLY Disclosure Schedule (x) any significant deficiency and material weakness in the design or operation of MDLY’s internal control over financial reporting that is reasonably likely to adversely affect MDLY’s ability to record, process, summarize or report financial information, and (y) any fraud, whether or not material, that involves MDLY management or other employees of MDLY or any MDLY Subsidiary who have a significant role in MDLY’s internal control over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) MDLY’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by MDLY in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to MDLY’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of MDLY required under the Exchange Act with respect to such reports. MDLY’s management has completed an assessment of the effectiveness of MDLY’s disclosure controls and procedures and, to the extent required by Applicable Law, presented in any applicable accounting requirements MDLY SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (e) Since December 31, 2014, MDLY and its principal executive officer and principal financial officer have complied in all material respects with (i) the published applicable provisions of the Sxxxxxxx-Xxxxx Act and the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in NYSE. The principal executive officer and the notes thereto principal financial officer of MDLY have made all certifications required by Sections 302 and except 906 of the Sxxxxxxx-Xxxxx Act with respect to unaudited financial statements for the omission of footnoteseach MDLY SEC Report, and (C) will fairly present the statements contained in all material respects such certifications were true and correct on the consolidated financial condition of WSFS as date such certifications were made. For purposes of the respective dates set forth therein preceding sentence, “principal executive officer” and “principal financial officer” shall have the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject meanings given to such terms in the case of unaudited financial statements to yearSxxxxxxx-end adjustmentsXxxxx Act.

Financial Statements. (a) The WSFS Financial Statements financial statements of Ameris and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Reports Ameris Exchange Act Reports, including the related notes, where applicable, (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesAmeris and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Ameris and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. (b) Ameris and except its Subsidiaries have maintained a system of internal accounting controls sufficient to provide reasonable assurances 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 accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to unaudited any differences. No changes have been made to Ameris’s internal control over financial statements for the omission of footnotesreporting, as defined in Rule 13a-15(f) and (CRule 15d-15(f) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operationsExchange Act, stockholders’ equity and cash flows of WSFS for the respective periods set forth thereinsince December 31, subject in the case of unaudited 2016 that materially affected, or are reasonably likely to materially affect, its internal control over financial statements to year-end adjustmentsreporting.

Financial Statements. The WSFS Financial Statements consolidated financial statements (including all related notes thereto) included or incorporated by reference in the WSFS Parent SEC Reports Documents (iif amended, as of the date of the last such amendment) are true, accurate and complete comply as to form in all material respects, and have been prepared from, and are in accordance respects with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECSEC with respect thereto, have been prepared from the books and records of Parent and its Subsidiaries, were prepared in each case, consistently accordance with GAAP applied on a consistent basis (except as may be otherwise indicated in the notes thereto and except with respect to and, in the interim case of the unaudited financial statements included therein, for the omission absence of footnotes and (iiinormal year-end adjustments) and present fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated position, results of operations, stockholders’ equity operations and cash flows of the WSFS Entities Parent at and for the respective periods set forth thereinindicated (subject, subject in the case of the interim financial statements unaudited statements, to normal year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement audit adjustments and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and absence of information or notes not required by GAAP or the applicable accounting requirements and with the published SEC’s rules and regulations to be included in interim or unaudited financial statements). Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in each caseany applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, consistently applied except as may be otherwise indicated in or any amendment thereto, its conclusions about the notes thereto effectiveness of the disclosure controls and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS procedures as of the respective dates set forth therein and end of the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject period covered by such report or amendment based on such evaluation. Parent’s management has not identified any significant deficiencies or material weaknesses in the case design or operation of unaudited its internal control over financial statements reporting that would reasonably be expected to year-end adjustments.adversely affect Parent’s ability to record, process, summarize and report financial information and, to Parent’s Knowledge, there has been no fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. DOC ID - 32901658.22 56

Financial Statements. (a) The WSFS Financial Statements financial statements of Fifth Third and its Subsidiaries included (or incorporated by reference reference) in the WSFS Fifth Third SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS Entities, Fifth Third and its Subsidiaries; (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Fifth Third and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount); (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto; and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesFifth Third and its Subsidiaries have been, and (C) will fairly present 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 served as independent registered public accountant for Fifth Third for all periods covered in the Fifth Third SEC Reports; such firm has not resigned or been dismissed as independent public accountants of Fifth Third as a result of or in connection with any disagreements with Fifth Third on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Fifth Third nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS as Fifth Third included in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2007 or in connection with this Agreement and the transactions contemplated hereby. (c) Since December 31, 2006, (i) through the date hereof, neither Fifth Third nor any of its Subsidiaries nor, to the knowledge of the officers of Fifth Third, any director, officer, employee, auditor, accountant or representative of Fifth Third or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fifth Third or any of its Subsidiaries or their respective dates set forth therein internal accounting controls, including any material complaint, allegation, assertion or claim that Fifth Third or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Fifth Third or any of its Subsidiaries, whether or not employed by Fifth Third or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Fifth Third or any of its officers, directors, employees or agents to the results Board of operations, stockholders’ equity and cash flows Directors of WSFS for the respective periods set forth therein, subject in the case Fifth Third or any committee thereof or to any director or officer of unaudited financial statements to year-end adjustmentsFifth Third.

Financial Statements. (a) The WSFS Financial Statements financial statements of Rockville and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Rockville Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesRockville and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Rockville and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesRockville and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Wolf & Company, P.C. has not resigned (or informed Rockville that it intends to resign) or been dismissed as independent public accountants of Rockville as a result of or in connection with any disagreements with Rockville on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Rockville, neither Rockville nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial statement of condition of WSFS Rockville included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2013, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Rockville 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 of Rockville or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on Rockville. Rockville (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Rockville, including its Subsidiaries, is made known to the Chief Executive Officer and the results Chief Financial Officer of operationsRockville by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Rockville’s outside auditors and the Audit Committee of WSFS for the respective periods set forth therein, subject Rockville’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Rockville’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Rockville’s internal controls over financial reporting. These disclosures were made in writing by management to Rockville’s auditors and Audit Committee and a copy has previously been made available to United. There is no reason to believe that Rockville’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2010, (i) neither Rockville nor any of its Subsidiaries, nor, to the knowledge of Rockville, any director, officer, auditor, accountant or Representative of Rockville or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Rockville or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Rockville or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Rockville or any of its Subsidiaries, whether or not employed by Rockville or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Rockville or any of its officers, directors, employees or agents to the Board of Directors of Rockville or any committee thereof or to the knowledge of Rockville, to any director or officer of Rockville.

Financial Statements. (a) The WSFS Financial Statements financial statements of Cascade and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Cascade Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCascade and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Cascade and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCascade and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. BDO USA, LLP has not resigned (or informed Cascade that it intends to resign) or been dismissed as independent public accountants of Cascade as a result of or in connection with any disagreements with Cascade on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the consolidated financial condition of WSFS aggregate, a Material Adverse Effect on Cascade, as of the respective dates set forth therein date hereof, neither Cascade nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Cascade included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2013, or in connection with this Agreement and the results transactions contemplated hereby. (c) The records, systems, controls, data and information of operationsCascade and its Subsidiaries are recorded, stockholders’ equity stored, maintained and cash flows operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of WSFS Cascade or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on Cascade. Cascade (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective periods set forth thereinExchange Act) to ensure that material information relating to Cascade, subject including its Subsidiaries, is accumulated and communicated to the chief executive officer and the chief financial officer of Cascade by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Cascade’s outside auditors and the audit committee of Cascade’s Board of Directors (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Cascade’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Cascade’s internal controls over financial reporting. These disclosures were made in writing by management to Cascade’s auditors and audit committee and a copy has previously been made available to Home. There is no reason to believe that Cascade’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2010, (i) neither Cascade nor any of its Subsidiaries, nor, to the knowledge of Cascade, any director, officer, auditor, accountant or representative of Cascade or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Cascade or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cascade or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Cascade or any of its Subsidiaries, whether or not employed by Cascade or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Cascade or any of its officers, directors, employees or agents to the Board of Directors of Cascade or any committee thereof or to the knowledge of Cascade, to any director or officer of Cascade.

Financial Statements. (a) The WSFS Financial Statements financial statements of VCIF included or incorporated by reference in the WSFS VCIF SEC Reports (including the related notes and schedules included therein) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesVCIF, (ii) have been prepared fairly present in accordance all material respects the results of operations, cash flows, changes in shareholders’ equity and financial position of VCIF for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments immaterial in nature and amount), (iii) complied, as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. Since December 31, 2020, VCIF has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, regulatory accounting principles SEC rule or policy or applicable Law. The books and records of VCIF have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only bona fide transactions. All assets reflected on the balance sheet of VCIF set forth on Section 4.6(a) of the VCIF Disclosure Schedule have been valued in accordance with VCIF’s formal valuation policies. (b) VCIF has no liability or obligation of any nature whatsoever, required by GAAP to be reserved for in a balance sheet prepared in accordance with GAAP, whether absolute, accrued, contingent or otherwise, whether known or unknown, or whether due or to become due, except for those liabilities and obligations (i) that are reflected or reserved against on the published balance sheet of VCIF set forth on Section 4.6(a) of the VCIF Disclosure Schedule (including any notes thereto), (ii) for performance under Contracts (but not the breach thereof) or (iii) incurred in the ordinary course of business consistent with past practice since the date of such balance sheet that are not material to VCIF. (c) VCIF has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act and Rule 30a-3(c) of the Investment Company Act) to ensure that information relating to VCIF required to be disclosed by VCIF in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the SEC, in and that all such information is accumulated and communicated to the “principal executive officer” and the “chief financial officer” (each case, consistently applied except as may be otherwise indicated defined in the notes thereto Xxxxxxxx-Xxxxx Act) of VCIF by others within those entities in connection with the reports VCIF files under the Exchange Act to allow timely decisions regarding required disclosure and except with respect to unaudited make the certifications required pursuant to Sections 302 and 906 of the Sarbanes Oxley Act. (d) VCIF has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act and Rule 30a-3(d) of the Investment Company Act) which is effective in providing reasonable assurance regarding the reliability of VCIF’s financial reporting and the preparation of VCIF’s financial statements for external purposes in accordance with GAAP. VCIF has disclosed, based on its most recent evaluation of its internal control over financial reporting prior to the omission date hereof, to its auditors and the audit committee of footnotesthe VCIF Board (i) any significant deficiencies or material weaknesses in the design or operation of VCIF’s internal control over financial reporting which are reasonably likely to adversely affect VCIF’s ability to record, process, summarize and report financial information and (Cii) will fairly present any fraud, whether or not material, that involves management or other employees who have a significant role in VCIF’s internal control over financial reporting. (e) Since December 31, 2020, the principal executive officer and the principal financial officer of VCIF have complied in all material respects with (i) the consolidated financial condition of WSFS as applicable provisions of the respective dates set forth therein Xxxxxxxx-Xxxxx Act and under the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of NYSE. The principal executive officer and the results principal financial officer of operationsVCIF have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to each VCIF SEC Report filed by VCIF. (f) Since December 31, stockholders’ equity 2020, (i) neither VCIF nor, to the knowledge of VCIF, any Representative of VCIF, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of VCIF or its internal accounting controls, including any material complaint, allegation, assertion or claim that VCIF has engaged in questionable accounting or auditing practices and cash flows (ii) no attorney representing VCIF, whether or not employed by VCIF, has reported evidence of WSFS for a material violation of securities Laws, breach of fiduciary duty or similar violation by VCIF or any of its officers, trustees or agents to the respective periods set forth thereinVCIF Board or any committee thereof or to any trustee or officer of VCIF. (g) VCIF is not a party to, subject nor has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among VCIF and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, VCIF in the case of unaudited financial statements to year-end adjustmentsVCIF SEC Reports.

Financial Statements. The WSFS Financial Statements included To the extent that Buyer or incorporated Buyer Guarantor is required by reference in the WSFS SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records Form 8-K of the WSFS Entities, U.S. Securities and Exchange Commission (iithe “SEC” ) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except to file financial statements with respect to the interim financial statements for Product Business with the omission of footnotes and (iii) fairly present SEC in all material respects the consolidated financial condition connection with Buyer’s acquisition of the WSFS Entities Product Business, Seller will use commercially reasonable efforts to deliver to Buyer as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared soon as practicable after the date of this Agreement and prior to Closing Date, but not later than 60 days following the Closing (A) will be trueDate, accurate audited and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS Product Business as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth thereinrequired to be filed by Buyer or Buyer Guarantor with the SEC under applicable Law (the “Product Business Financial Statements” ). As promptly as practicable following the Execution Date, Buyer shall or shall cause Buyer Guarantor to request a waiver (the “Financial Statements Waiver” ) from the staff of the SEC to permit the Product Business Financial Statements to be “abbreviated financial statements” (as described in Section 2065 of the Financial Reporting Manual of the Division of Corporation Finance of the SEC), and Buyer shall notify Seller promptly following its receipt of the staff’s response to such Financial Statements Waiver request. The Product Business Financial Statements will be prepared in accordance with (a) the books and records of the Divesting Entities and (b) subject to any Financial Statements Waiver received by Buyer or Buyer Guarantor, Regulation S-X to comply with the requirements of Rule 3-05 and GAAP. Subject to Buyer’s entry into customary confidentiality agreements with Seller’s auditors, Seller agrees to provide the Buyer with (i) a reasonable opportunity to review and comment on drafts of the Product Business Financial Statements and (ii) reasonable access in accordance with and subject to the case provisions of unaudited financial statements Section 5.1 to yearthe documents, schedules and work papers of Seller that are reasonably necessary for purposes of such review. Buyer and its Affiliates shall be solely responsible for any information they file with or furnish to the SEC and shall promptly pay or reimburse Seller for all audit and other out-end adjustmentsof-pocket costs and expenses reasonably incurred by Seller and its Affiliates in connection with complying with this Section 5.17.

Financial Statements. (a) The WSFS unaudited consolidated balance sheet of Parent and the Parent Subsidiaries as of September 30, 2011, and the related consolidated statements of income and cash flows of the three-month and nine-month periods then ended, as reported in Parent’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (the “Parent Financial Statements included Statements”), and all other balance sheets and statements of income and cash flows of the Parent and the Parent Subsidiaries filed with the SEC thereafter on Form 10-K or incorporated by reference in the WSFS SEC Reports (i) are trueForm 10-Q, accurate and complete fairly present in all material respectsrespects the consolidated financial position of Parent and the Parent Subsidiaries as of the date thereof, and have been prepared fromfairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of Parent and the Parent Subsidiaries for the respective fiscal periods or as of the date therein set forth, except that the Parent Financial Statements are subject to normal year-end audit adjustments in amounts that are immaterial in amount and are in accordance consistent with the Books and Records past experience. Each of the WSFS EntitiesParent Financial Statements (including the related notes, (ii) have been prepared where applicable), as of their respective dates, complied in accordance all material respects with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to each of such statements (including the interim financial statements for the omission of footnotes and (iiirelated notes, where applicable) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operationshas been prepared, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, GAAP consistently applied during the periods involved, except as may be otherwise indicated in such statements or in the notes thereto thereto. (b) Except for those liabilities that are reflected or reserved against on the September 30, 2011 consolidated balance sheet of Parent and except the Parent Subsidiaries included in the Parent Financial Statements and for liabilities incurred in the ordinary course of business consistent with respect to unaudited financial statements for the omission of footnotespast practice since September 30, and (C) will fairly present in all material respects the consolidated financial condition of WSFS 2011 or as otherwise contemplated by this Agreement, neither Parent nor any of the respective dates set forth therein Parent Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) that would be required to be reflected in a consolidated balance sheet of Parent and the results of operationsParent Subsidiaries, stockholders’ equity except for liabilities and cash flows of WSFS for the respective periods set forth thereinobligations that would not, subject individually or in the case of unaudited financial statements to year-end adjustmentsaggregate, have a Material Adverse Effect on Parent and the Parent Subsidiaries.

Financial Statements. (a) The WSFS Financial Statements financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Parent Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesParent and its Subsidiaries have been, since January 1, 2014, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. KPMG LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to Parent, neither Parent nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included in the consolidated financial condition balance sheet of WSFS Company, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Parent included in the Parent Form 10-K (including any notes thereto) and for liabilities incurred in the ordinary course of business since December 31, 2016, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Parent 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 of Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to Parent. Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsParent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Parent’s Board of Directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Parent’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Parent, any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. These disclosures were made in writing by management to Parent’s auditors and audit committee and a copy has been previously made available to Company. To the knowledge of Parent, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2014, (i) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of Parent, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Parent or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or written claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities laws, fiduciary duties or similar violation by Parent or any of its officers, directors, or employees to the Parent Board or any committee thereof or, to the knowledge of Parent, to any director or officer of Parent.

Financial Statements. (a) The WSFS Financial Statements financial statements of Home and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Home Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesHome and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Home and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesHome and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Cxxxx Hxxxxxx LLP has not resigned (or informed Home that it intends to resign) or been dismissed as independent public accountants of Home as a result of or in connection with any disagreements with Home on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Home, neither Home nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Home included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2013, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Home 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 of Home or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on Home. Home (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Home, including its Subsidiaries, is accumulated and communicated to the chief executive officer and the results chief financial officer of operationsHome by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Home’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Home’s Board of Directors (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Home’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Home’s internal controls over financial reporting. These disclosures were made in writing by management to Home’s auditors and audit committee and a copy has previously been made available to Cascade. There is no reason to believe that Home’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2010, (i) neither Home nor any of its Subsidiaries, nor, to the knowledge of Home, any director, officer, auditor, accountant or representative of Home or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Home or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Home or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Home or any of its Subsidiaries, whether or not employed by Home or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Home or any of its officers, directors, employees or agents to the Board of Directors of Home or any committee thereof or to the knowledge of Home, to any director or officer of Home.

Financial Statements. (a) The WSFS Financial Statements financial statements of Home and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Home Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesHome and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Home and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesHome and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Xxxxx Xxxxxxx LLP has not resigned (or informed Home that it intends to resign) or been dismissed as independent public accountants of Home as a result of or in connection with any disagreements with Home on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Home, neither Home nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Home included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2013, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Home 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 of Home or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on Home. Home (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Home, including its Subsidiaries, is accumulated and communicated to the chief executive officer and the results chief financial officer of operationsHome by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Home’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Home’s Board of Directors (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Home’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Home’s internal controls over financial reporting. These disclosures were made in writing by management to Home’s auditors and audit committee and a copy has previously been made available to Banner. There is no reason to believe that Home’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2010, (i) neither Home nor any of its Subsidiaries, nor, to the knowledge of Home, any director, officer, auditor, accountant or representative of Home or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Home or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Home or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Home or any of its Subsidiaries, whether or not employed by Home or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Home or any of its officers, directors, employees or agents to the Board of Directors of Home or any committee thereof or to the knowledge of Home, to any director or officer of Home.

Financial Statements. (a) The WSFS Financial Statements financial statements of Sterling and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Sterling Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSterling and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Sterling and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesSterling and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since January 1, 2017, no independent public accounting firm of Sterling has resigned (or informed Sterling that it intends to resign) or been dismissed as independent public accountants of Sterling as a result of, or in connection with, any disagreements with Sterling on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Sterling, neither Sterling nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Sterling included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (including any notes thereto) and for liabilities incurred in the ordinary course of business since December 31, 2020, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Sterling 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 of Sterling or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling. Sterling (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Sterling, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsSterling by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Sterling’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Sterling’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to yearadversely affect Sterling’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of Sterling, any fraud, whether or not material, that involves management or other employees who have a significant role in Sterling’s internal controls over financial reporting. To the knowledge of Sterling, there is no reason to believe that Sterling’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2019, (i) neither Sterling nor any of its Subsidiaries, nor, to the knowledge of Sterling, any director, officer, auditor, accountant or representative of Sterling or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Sterling or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Sterling or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Sterling or any of its Subsidiaries, whether or not employed by Sterling or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Sterling or any of its officers, directors, employees or agents to the Board of Directors of Sterling or any committee thereof or, to the knowledge of Sterling, to any director or officer of Sterling.

Financial Statements. (a) The WSFS Financial Statements financial statements of CBTX and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC CBTX Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS Entities, CBTX and its Subsidiaries; (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of CBTX and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount); (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto; and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto. Since December 31, 2018, no independent public accounting firm of CBTX has resigned (or informed CBTX that it intends to resign) or been dismissed as independent public accountants of CBTX as a result of or in connection with any disagreements with CBTX on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CBTX, neither CBTX nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), and except for those liabilities that are reflected or reserved against on the consolidated balance sheet of CBTX included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2021, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of CBTX 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 of CBTX or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on CBTX. CBTX (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to CBTX, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of CBTX by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to CBTX’s outside auditors and the audit committee of CBTX’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CBTX’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in CBTX’s internal controls over financial reporting. These disclosures were made in writing by management to CBTX’s auditors and audit committee and true, correct and complete copies of such disclosures have previously been made available by CBTX to Allegiance. There is no reason to believe that CBTX’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since January 1, 2019, (i) neither CBTX nor any CBTX Subsidiary, nor, to the knowledge of CBTX, any director, officer, auditor, accountant or representative of CBTX or any CBTX Subsidiary, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesCBTX or any CBTX Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that CBTX or any CBTX Subsidiary has engaged in questionable accounting or auditing practices, and (Cii) will fairly present in all no employee of or attorney representing CBTX or any CBTX Subsidiary, whether or not employed by CBTX or any CBTX Subsidiary, has reported evidence of a material respects violation of securities laws or banking laws, breach of fiduciary duty or similar violation by CBTX or any CBTX Subsidiary or any of their respective officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of CBTX or any committee thereof or the respective dates set forth therein and Board of Directors or similar governing body of any CBTX Subsidiary or any committee thereof, or to the results knowledge of operationsCBTX, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsCBTX or any CBTX Subsidiary.

Financial Statements. (a) The WSFS Financial Statements financial statements of Discover and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Discover Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesDiscover and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Discover and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto. Since December 31, 2020, no independent public accounting firm of Discover has resigned (or informed Discover that it intends to resign) or been dismissed as independent public accountants of Discover as a result of or in connection with any disagreements with Discover on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Discover, neither Discover nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Discover included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2023, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Discover 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 of Discover or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on Discover. Discover (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Discover, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Discover by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and (y) has disclosed in writing, based on its most recent evaluation prior to the date hereof, to Discover’s outside auditors and the audit committee of the Board of Directors of Discover (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Discover’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Discover’s internal controls over financial reporting. There is no reason to believe that Discover’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since January 1, 2021, (i) neither Discover nor any of its Subsidiaries, nor, to the knowledge of Discover, any director, officer, auditor, accountant or representative of Discover or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesDiscover or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Discover or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Cii) will fairly present in all no employee of or attorney representing Discover or any of its Subsidiaries, whether or not employed by Discover or any of its Subsidiaries, has reported evidence of a material respects violation of securities laws or banking laws, breach of fiduciary duty or similar violation by Discover or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of Discover or any committee thereof or to the respective dates set forth therein and the results knowledge of operationsDiscover, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsDiscover.

Financial Statements. (a) The WSFS Financial Statements financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS Parent SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete fairly present in all material respectsrespects the consolidated results of operations, cash flows, changes in stockholders’ equity and have been prepared from, consolidated financial position of Parent and are in accordance with its Subsidiaries for the Books and Records respective fiscal periods or as of the WSFS Entitiesrespective dates therein set forth (subject in the case of unaudited statements to normal year-end adjustments), (ii) have been prepared complied, as of their respective dates of filing with the SEC, in accordance all material respects with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and consistently applied during the applicable accounting requirements and with the published rules and regulations of the SECperiods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesParent and its Subsidiaries have been, since January 1, 2012, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP, and any other applicable legal and accounting requirements. KPMG LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Parent, Merger Sub or any of their respective Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that would be required by GAAP to be reflected on a consolidated balance sheet of Parent and its consolidated Subsidiaries (or in the notes thereto), except (a) as reflected or reserved against in Parent’s consolidated balance sheet included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (including any notes thereto), (b) for liabilities incurred in the ordinary course of business since March 31, 2015, (c) liabilities under this Agreement, including fees and expenses payable to any accountant, outside legal counsel or financial condition advisor which are incurred in connection with the negotiation of WSFS as this Agreement or the consummation of the respective dates set forth therein transactions contemplated by this Agreement (including the Merger) and (d) for liabilities which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. (c) The records, systems, controls, data and information of Parent 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 of Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except as would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Parent. Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsParent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditors and the Audit Committee of WSFS for the respective periods set forth therein, subject Parent’s Board of Directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to yearadversely affect Parent’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Parent, any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Copies of any such disclosures were made in writing by management to Parent’s auditors and Audit Committee and a copy has been previously made available to the Company. To the knowledge of Parent, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, prior to the Closing Date. (d) Since January 1, 2012, (i) none of Parent, Merger Sub or any of their respective Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent, Merger Sub or any of their respective Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Parent, oral, regarding the accounting or auditing practices or procedures of Parent, Merger Sub or any of their respective Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Parent, Merger Sub or any of their respective Subsidiaries has engaged in questionable accounting, auditing or actuarial practices, and (ii) no attorney representing Parent, Merger Sub or any of their respective Subsidiaries, whether or not employed by Parent, Merger Sub or any of their respective Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent, Merger Sub or any of their respective officers, directors or employees to the Board of Directors of either Parent or Merger Sub or any committee thereof or to the knowledge of Parent, to any director or officer of Parent or Merger Sub.

Financial Statements. (a) The WSFS Financial Statements financial statements of CenterState and its Subsidiaries included (or incorporated by reference reference) in the WSFS CenterState SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCenterState and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of CenterState and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCenterState and its Subsidiaries have been, since January 1, 2016, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Xxxxx Xxxxxxx LLP has not resigned (or informed CenterState that it intends to resign) or been dismissed as independent public accountants of CenterState as a result of or in connection with any disagreements with CenterState on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on CenterState, neither CenterState nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except (i) for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS CenterState included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (including any notes thereto), (ii) for liabilities incurred in the Ordinary Course of Business consistent with past practice since December 31, 2017 or (iii) in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of CenterState 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 of CenterState or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on CenterState. CenterState (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to CenterState, including its Subsidiaries, is made known to the Chief Executive Officer and the results Chief Financial Officer of operationsCenterState by others within CenterState and its Subsidiaries as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to CenterState’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject CenterState’s board of directors (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect CenterState’s ability to record, process, summarize and report financial information, and (B) to the knowledge of CenterState, any fraud, whether or not material, that involves management or other employees who have a significant role in CenterState’s internal controls over financial reporting. To the knowledge of CenterState, there is no reason to believe that CenterState’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither CenterState nor any of its Subsidiaries, nor, to the knowledge of CenterState, any director, executive officer, auditor, accountant or representative of CenterState or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of CenterState, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of CenterState or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that CenterState or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing CenterState or any of its Subsidiaries, whether or not employed by CenterState or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by CenterState or any of its officers, directors, employees or agents to the board of directors of CenterState or any committee thereof or to the knowledge of CenterState, to any director or officer of CenterState.

Financial Statements. (a) The WSFS Financial Statements financial statements of Home and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Home Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesHome and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Home and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesHome and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Xxxxx Xxxxxxx LLP has not resigned (or informed Home that it intends to resign) or been dismissed as independent public accountants of Home as a result of or in connection with any disagreements with Home on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Home, neither Home nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Home included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2013, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Home 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 of Home or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on Home. Home (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Home, including its Subsidiaries, is accumulated and communicated to the chief executive officer and the results chief financial officer of operationsHome by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Home’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Home’s Board of Directors (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Home’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Home’s internal controls over financial reporting. These disclosures were made in writing by management to Home’s auditors and audit committee and a copy has previously been made available to Cascade. There is no reason to believe that Home’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2010, (i) neither Home nor any of its Subsidiaries, nor, to the knowledge of Home, any director, officer, auditor, accountant or representative of Home or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Home or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Home or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Home or any of its Subsidiaries, whether or not employed by Home or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Home or any of its officers, directors, employees or agents to the Board of Directors of Home or any committee thereof or to the knowledge of Home, to any director or officer of Home.

Financial Statements. The WSFS Financial Statements included or incorporated by reference Each of the consolidated financial statements (including, in each case, any accompanying notes thereto) contained in the WSFS Parent SEC Reports Reports, including the consolidated statement of operations, consolidated statement of cash flows and consolidated balance sheet for the year ended, and as of, March 31, 2007 (the “Parent Financials”): (i) are truecomplied, accurate and complete in the case of consolidated financial statements to be contained in Parent SEC Reports filed after the date hereof, will comply, as to form in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and respects with the published rules and regulations of the SECSEC with respect thereto, (ii) was prepared, and in the case of consolidated financial statements to be contained in Parent SEC Reports filed after the date hereof, will be prepared, in each case, consistently accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be otherwise indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the rules of the SEC, and except with respect to that the interim unaudited financial statements for the omission of footnotes are subject to normal and recurring year-end adjustments) and (iii) fairly present presented, and in the case of consolidated financial statements to be contained in Parent SEC Reports filed after the date hereof, will fairly present, in all material respects the consolidated financial condition position of the WSFS Entities Parent and its consolidated Subsidiaries as of the respective dates set forth therein thereof and the consolidated results of operations, stockholders’ equity Parent’s operations and cash flows of the WSFS Entities for the respective periods set forth thereinindicated (subject, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements quarterly statements, to normal year-end audit adjustments). The consolidated balance sheet of Parent and its subsidiaries as of March 31, 2007 contained in the Parent SEC Reports is hereinafter referred to as the “Parent Balance Sheet.” Except as reflected or reserved against in the Parent Balance Sheet, neither Parent nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except for (i) liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice, (ii) liabilities incurred in connection with or expressly permitted by the terms of this Agreement or the transactions contemplated hereby, and (iii) liabilities that, taken individually or together with other liabilities, have not had and would not reasonably be expected to have a Material Adverse Effect on Parent. Parent has not had any disagreement with Deloitte & Touche LLP, its independent public accountants, regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of Parent and each Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements and the Parent Financials are consistent with such books and records. Neither Parent nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC).

Financial Statements. (a) The WSFS Financial Statements financial statements of Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory U.S. generally accepted accounting principles and (“GAAP”) consistently applied during the applicable accounting requirements and with the published rules and regulations of the SECperiods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. As of the date hereof, the books and except with respect to unaudited financial statements for the omission records of footnotes, Company and (C) will fairly present its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Deloitte & Touche LLP has not resigned (or informed Company that it intends to resign) or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Company nor any of its Subsidiaries has incurred any material liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2011 which have either been Previously Disclosed or would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on Company and its Subsidiaries, taken as of the respective dates set forth therein a whole, or (iii) in connection with this Agreement and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Parent Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. To the extent any of the books and except records of Parent and its Subsidiaries are required to be maintained in accordance with respect to unaudited financial statements for the omission of footnotesGAAP, such books and records have been, since January 1, 2017, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP. Prior to the date hereof, Deloitte & Touche LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent, neither Parent nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included in the consolidated financial condition balance sheet of WSFS Parent, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Parent included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2018, or in connection with this Agreement and the transactions contemplated hereby. None of Parent or any of its Subsidiaries is a party to any material “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K. (c) The records, systems, controls, data and information of Parent 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 of Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent. Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsParent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditor and the audit committee of WSFS for the respective periods set forth therein, subject Parent Board (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) relating to the period covered by such evaluation which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information, and (B) to the knowledge of Parent, any fraud, whether or not material, relating to the period covered by such evaluation that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. These disclosures, if any, were made by management to Parent’s auditor and audit committee and a copy of any such written disclosure has been previously made available to the Company. To the knowledge of Parent, there is no reason to believe that Parent’s outside auditor and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, or claim, whether written or, to the knowledge of Parent, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Parent or any of its Subsidiaries or their respective internal accounting controls that is material to Parent, including any complaint, allegation, or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices that is material to Parent, and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent Board or any committee thereof or, to the knowledge of Parent, to any director or officer of Parent, pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act, in each case of unaudited financial statements the foregoing clauses (i) and (ii), except as would not reasonably be likely to year-end adjustmentsbe, either individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole.

Financial Statements. 4.6.1. HNC has previously made available to FNFG the HNC Regulatory Reports. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC HNC Regulatory Reports (i) are true, accurate and complete have been prepared in all material respects, and have been prepared from, and are respects in accordance with applicable regulatory accounting principles and practices throughout the Books and Records of periods covered by such statements. 4.6.2. HNC has previously made available to FNFG the WSFS Entities, (ii) HNC Financial Statements. The HNC Financial Statements have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiincluding the related notes where applicable) fairly present in each case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustmentsadjustments and to any other adjustments described therein), the consolidated financial position, results of operations and cash flows of HNC and the HNC Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, 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. 4.6.3. The consolidated WSFS Financial Statements to be prepared after At the date of each balance sheet included in the HNC Financial Statements or the HNC Regulatory Reports, neither HNC nor HNB, 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 HNC Financial Statements or HNC Regulatory Reports or in the footnotes thereto 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. 4.6.4. The records, systems, controls, data and information of HNC 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 of HNC or its Subsidiaries or accountants (including all means of access thereto and there from), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Agreement Section 4.6.4. HNC (x) has implemented and prior maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the Closing (A) will be true, accurate reliability of financial reporting and complete in all material respects, (B) will have been prepared the preparation of its financial statements for external purposes in accordance with GAAP, regulatory accounting principles (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to HNC, including its consolidated Subsidiaries, is made known to the chief executive officer and the applicable accounting requirements chief financial officer of HNC by others within those entities, and with (z) has disclosed, based on its most recent evaluation prior to the published date hereof, to HNC’s outside auditors and the audit committee of HNC’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect HNC’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in HNC’s internal control over financial reporting. These disclosures (if any) were made in writing by management to HNC’s auditors and audit committee and a copy has previously been made available to FNFG. As of the date hereof, to the knowledge of HNC, its chief executive officer and chief financial officer will be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 302 of the SECXxxxxxxx-Xxxxx Act, without qualification, when next due. 4.6.5. Since December 31, 2008, (i) neither HNC nor any of its Subsidiaries nor, to the Knowledge of HNC, any director, officer, employee, auditor, accountant or representative of HNC or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of HNC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that HNC or any of its Subsidiaries has engaged in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesillegal accounting or auditing practices, and (Cii) will fairly present in all no attorney representing HNC or any of its Subsidiaries, whether or not employed by HNC or any of its Subsidiaries, has reported evidence of a material respects violation of Securities Laws, breach of fiduciary duty or similar violation by HNC or any of its officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of the respective dates set forth therein and the results HNC or any committee thereof or to any director or officer of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsHNC.

Financial Statements. (a) The WSFS Financial Statements financial statements of Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory U.S. generally accepted accounting principles and (“GAAP”) consistently applied during the applicable accounting requirements and with the published rules and regulations of the SECperiods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. As of the date hereof, the books and except with respect to unaudited financial statements for the omission records of footnotes, Company and (C) will fairly present its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP has not resigned (or informed Company that it intends to resign) or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Company nor any of its Subsidiaries has incurred any material liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2011 which have either been Previously Disclosed or would not have, individually or in the aggregate, be material to the operation of Company and its Subsidiaries, taken as of the respective dates set forth therein a whole or (iii) in connection with this Agreement and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of MCC and its Subsidiaries included or incorporated by reference in the WSFS MCC SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesMCC and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of MCC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments immaterial in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. (b) Neither MCC nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to be reflected or reserved for in a balance sheet (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of MCC included in its Annual Report on Form 10-K for the annual period ended December 31, 2017 (including any notes thereto) and for liabilities and obligations incurred in a commercially reasonable manner and in the ordinary course of business consistent with past practice since the date of such balance sheet. (c) MCC has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, regulatory accounting principles (ii) that receipts and expenditures of MCC and its Subsidiaries are being made only in accordance with authorizations of MCC management and the MCC Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of MCC and each of MCC’s Subsidiaries’ assets that could have a material effect on MCC’s consolidated financial statements. MCC has disclosed, based on its most recent evaluation of such internal control over financial reporting prior to the date of this Agreement, to MCC’s auditors and the audit committee of the MCC Board and in Section 4.6(c) of MCC Disclosure Schedule (x) any significant deficiency and material weakness in the design or operation of MCC’s internal control over financial reporting that is reasonably likely to adversely affect MCC’s ability to record, process, summarize or report financial information, and (y) any fraud, whether or not material, that involves MCC management or other employees of MCC or any MCC Subsidiary who have a significant role in MCC’s internal control over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) MCC’s “disclosure controls and procedures” (as defined in Rules 13a- 15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by MCC in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to MCC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of MCC required under the Exchange Act with respect to such reports. MCC’s management has completed an assessment of the effectiveness of MCC’s disclosure controls and procedures and, to the extent required by Applicable Law, presented in any applicable accounting requirements MCC SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (e) Since December 31, 2014, MCC and its principal executive officer and principal financial officer have complied in all material respects with (i) the published applicable provisions of the Xxxxxxxx-Xxxxx Act and the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in NYSE. The principal executive officer and the notes thereto principal financial officer of MCC have made all certifications required by Sections 302 and except 906 of the Xxxxxxxx-Xxxxx Act with respect to unaudited financial statements for the omission of footnoteseach MCC SEC Report, and (C) will fairly present the statements contained in all material respects such certifications were true and correct on the consolidated financial condition of WSFS as date such certifications were made . For purposes of the respective dates set forth therein preceding sentence, “principal executive officer” and “principal financial officer” shall have the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject meanings given to such terms in the case of unaudited financial statements to yearXxxxxxxx-end adjustmentsXxxxx Act.

Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) are true, accurate The: (i) audited consolidated financial statements for Santé Veritas Therapeutics Inc. as at and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records for each of the WSFS Entitiesfiscal years ended on January 31, 2018 and January 31, 2017 including the notes thereto and the reports by Santé Veritas Therapeutics Inc.’s auditors thereon; (ii) audited consolidated financial statements for Marchwell Ventures Ltd. as at and for each of the fiscal years ended on November 30, 2017 and November 30, 2016 including the notes thereto and the reports by Marchwell Ventures Ltd.’s auditors thereon; and (iii) unaudited condensed consolidated financial statements for Marchwell Ventures Ltd. as at and for the three (3) month period ended February 28, 2018; (collectively, the “SVT Financial Statements”) have been prepared in accordance with GAAPIFRS, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations all financial statements of the SEC, SVT which are publicly disseminated by SVT in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect of any subsequent periods prior to the interim financial statements for the omission of footnotes Effective Date will be prepared in accordance with IFRS applied on a basis consistent with prior periods and (iii) fairly all applicable Laws and present fairly, in all material respects respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial condition position and results of the WSFS Entities operations of SVT and its Subsidiaries as of the respective dates set forth therein thereof and the consolidated its results of operations, stockholders’ equity operations and cash flows of the WSFS Entities for the respective periods set forth therein, subject covered thereby (except as may be indicated expressly in the case notes thereto). There are no outstanding loans made by SVT or its Subsidiaries to any executive officer or director of SVT. (ii) Each of SVT and its Subsidiaries maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that: (A) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of SVT are being made only with appropriate authorizations of management and directors of SVT, as applicable; and (B) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the interim assets of SVT that could have a material effect on its financial statements to year-end adjustmentsstatements. The consolidated WSFS Financial Statements to be prepared after To the knowledge of SVT, as of the date of this Agreement and prior to the Closing (A) will be trueAgreement, accurate and complete in all material respectsneither is, (B) will have been prepared in accordance with GAAPnor has been, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except any fraud with respect to unaudited SVT, whether or not material, relating to the financial statements for reporting or internal control over financial reporting of SVT. (iii) Neither SVT nor its Subsidiaries has received any material written complaint, allegation, assertion, or claim that SVT or its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the omission satisfaction of footnotesthe SVT Board (or, if applicable, the audit committee thereof), or has not been disclosed to Bxxxx, Briteside, Sea Hunter, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsFxxxx.

Financial Statements. The WSFS Financial Statements included (a) Keystone has previously delivered or incorporated by reference in made available to the WSFS SEC Reports (i) are true, Company accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records copies of the WSFS EntitiesKeystone Financial Statements, (ii) have been prepared in accordance with GAAPwhich are accompanied by the audit reports of Xxxxx Xxxxxxxx LLP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except independent certified public accountants with respect to Keystone. The Keystone Financial Statements, as well as the interim financial statements for the omission of footnotes and (iii) Keystone Financial Statements to be delivered pursuant to Section 5.8 hereof, fairly present in all material respects or will fairly present, as the case may be, the consolidated financial condition of the WSFS Entities Keystone as of the respective dates set forth therein therein, and the consolidated results of operationsincome, stockholders’ equity changes in retained income and cash flows of the WSFS Entities Keystone for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS or as of the respective dates set forth therein therein. (b) Each of the Keystone Financial Statements and the Keystone Financial Statements to be delivered pursuant to Section 5.8 hereof has been or will be, as the case may be, prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, except as stated therein. The audits of Keystone and the Keystone Subsidiaries have been conducted in all material respects in accordance with generally accepted auditing standards. The books and records of Keystone and the Keystone Subsidiaries are being maintained in material compliance with applicable legal and accounting requirements, and all such books and records accurately reflect in all material respects all dealings and transactions in respect of the business, assets, liabilities and affairs of Keystone and the Keystone Subsidiaries. (c) Except as Previously Disclosed or to the extent (i) reflected, disclosed or provided for in the consolidated statement of condition of Keystone as of December 31, 2001 (including related notes), (ii) of liabilities incurred since December 31, 2001 in the ordinary course of business and (iii) of liabilities in connection with consummation of the transactions contemplated by this Agreement, neither Keystone nor any Keystone Subsidiary has any liabilities, whether absolute, accrued, contingent or otherwise, material to the financial condition, results of operations, stockholders’ equity and cash flows operations or business of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsKeystone on a consolidated basis.

Financial Statements. The WSFS Financial Statements included or incorporated by reference CIT has previously made available to Newcourt copies of (a) the consolidated balance sheets of CIT and the CIT Subsidiaries as of December 31 for the fiscal years 1997 and 1998 and the related consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal years 1996 through 1998, inclusive, in the WSFS SEC Reports (i) are truecase of the December 31, accurate 1997 consolidated balance sheet and complete the related consolidated statements of income, changes in all material respectsshareholders' equity and cash flows for the fiscal years 1996 and 1997 accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to CIT. The December 31, 1997 and 1998 consolidated balance sheets of CIT, including the related notes, fairly present the consolidated financial position of CIT and its Subsidiaries as of the dates thereof, and have been prepared fromthe other financial statements referred to in this Section 5.6 (including the related notes, where applicable) fairly present and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial position of CIT and the CIT Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and are in accordance the financial statements to be filed with the Books and Records of SEC after the WSFS Entitiesdate hereof will comply, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECSEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in each case, accordance with United States generally accepted accounting principles ("U.S. GAAP") consistently applied during the periods involved, except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operationsor, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited interim statements, as permitted by Form 10-Q. Except (A) as reflected in such financial statements to year-end adjustmentsor in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and (C) for liabilities or obligations incurred in the ordinary course of business, neither CIT nor any of the CIT Subsidiaries has any liabilities or obligations of any nature as of the date of this Agreement, which, individually or in the aggregate, have had a Material Adverse Effect on CIT as of the date of this Agreement. The books and records of CIT and the Significant CIT Subsidiaries have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements.

Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (a) (i) are trueCBI has previously made available to FNB copies of the consolidated balance sheets of CBI and its Subsidiaries as of December 31, accurate 2007, 2008 and complete 2009 (as restated), and the related consolidated statements of income, shareholders’ equity and cash flows for the years then ended, accompanied by the audit reports of their independent registered public accountants with respect to CBI for the years ended December 31, 2007, 2008 and 2009. The December 31, 2009 consolidated balance sheet of CBI, as restated, including the related notes, where applicable, fairly presents in all material respectsrespects the consolidated financial position of CBI and its Subsidiaries as of the date thereof, and have been prepared fromthe other financial statements referred to in this Section 3.6, and are including the related notes, where applicable, fairly present in accordance with all material respects the Books and Records results of the WSFS Entitiesconsolidated operations, (ii) have been prepared cash flows and changes in accordance shareholders equity and consolidated financial position of CBI and its Subsidiaries for the respective fiscal periods or as of the respective dates set forth in this Agreement, subject to normal year-end audit adjustments in amounts consistent with GAAPpast experience in the case of unaudited statements, regulatory accounting principles and each of such statements, including the related notes, where applicable, complies in all material respects with applicable accounting requirements and with the published rules with respect thereto and regulations each of such statements, including the SECrelated notes, where applicable, has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except records of CBI and its 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. (b) No agreement pursuant to which any loans or other assets have been or shall be sold by CBI or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by CBI or its Subsidiaries, to cause CBI or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against CBI or its Subsidiaries. To the knowledge of CBI, there has been no material breach of a representation or covenant by CBI or its Subsidiaries in any such agreement. Since March 1, 2010, CBI has made no cash, stock or other dividend or any other distribution with respect to the interim financial statements for the omission capital stock of footnotes and (iii) fairly present CBI or any of its Subsidiaries has been declared, set aside or paid. Except as disclosed in all material respects the consolidated financial condition Section 3.6 of the WSFS Entities as CBI Disclosure Schedule, no shares of the respective dates set forth therein and the consolidated results capital stock of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will CBI have been prepared in accordance with GAAPpurchased, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECredeemed or otherwise acquired, in each casedirectly or indirectly, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesby CBI since January 1, 2008, and (C) will fairly present in all material respects no agreements have been made to do the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsforegoing.

Financial Statements. (a) The WSFS Financial Statements financial statements of NCC and its Subsidiaries included (or incorporated by reference reference) in the WSFS NCC SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesNCC and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of NCC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesNCC and its Subsidiaries have been, since January 1, 2016, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Xxxxxx Xxxxxx Xxxxx, LLC has not resigned (or informed NCC that it intends to resign) or been dismissed as independent public accountants of NCC as a result of or in connection with any disagreements with NCC on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on NCC, neither NCC nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except, (i) for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS NCC included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 (including any notes thereto), (ii) for liabilities incurred in the Ordinary Course of Business consistent with past practice since September 30, 2018, (iii) as set forth in NCC Disclosure Schedule Section 3.07(b) or (iv) in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of NCC 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 of NCC and its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on NCC. NCC (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to NCC, including its Subsidiaries, is made known to the Chief Executive Officer and the results Chief Financial Officer of operationsNCC by others within NCC and its Subsidiaries as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to NCC’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject board of directors of NCC (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect NCC’s ability to record, process, summarize and report financial information, and (B) to the knowledge of NCC, any fraud, whether or not material, that involves management or other employees who have a significant role in NCC’s internal controls over financial reporting (copies of such items in subsections (A) and (B), to the extent applicable, have previously been made available by NCC to CenterState). To the knowledge of NCC, there is no reason to believe that NCC’s Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither NCC nor any of its Subsidiaries, nor, to the knowledge of NCC, any director, executive officer, auditor, accountant or representative of NCC or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of NCC, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of NCC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that NCC or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing NCC or any of its Subsidiaries, whether or not employed by NCC or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by NCC or any of its officers, directors, employees or agents to the board of directors of NCC or any committee thereof or to the knowledge of NCC, to any director or officer of NCC.

Financial Statements. The WSFS Financial Statements included or incorporated by reference (a) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the WSFS Parent SEC Reports Documents (the “Parent Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q); and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries at the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated therein, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC. (b) Parent and each of its Subsidiaries has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of Parent and its Subsidiaries are truebeing made only in accordance with authorizations of management and the board of directors of Parent and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s and its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. (c) Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Parent required under the Exchange Act with respect to such reports. Parent has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to Parent’s auditors and the audit committee of the board of directors of Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. (d) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate and complete in all material respects. Neither Parent nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of Parent or any of its Subsidiaries. Parent is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (e) The books and records kept by Parent and its Subsidiaries are in all material respects complete and accurate and have been maintained in the ordinary course of business and in accordance with applicable Laws and accounting requirements. The Parent Financial Statements have been prepared from, and are in accordance with with, the Books books and Records records of Parent and its Subsidiaries. (f) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance-sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesone hand, and (C) will fairly present any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance-sheet arrangement”), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in all material respects the consolidated Parent’s or such Subsidiary’s financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsstatements.

Financial Statements. (a) The WSFS Financial Statements financial statements of Radian and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Radian Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesRadian and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Radian and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesRadian and its Subsidiaries have been, and (C) will fairly present 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 Radian as a result of or in connection with any disagreements with Radian on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Radian, neither Radian nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Radian included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2006 that are reflected in the financial condition statements included in Radian’s Current Report on Form 8-K filed on January 24, 2007, or incurred in the ordinary course of WSFS business consistent with past practice since December 31, 2006 or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Radian 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 of Radian or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on Radian. Radian (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Radian, including its consolidated Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsRadian by others within those entities, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Radian’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Radian’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Radian’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Radian’s internal controls over financial reporting. These disclosures were made in writing by management to Radian’s auditors and audit committee and a copy has previously been made available to MGIC. There is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), without qualification, when next due. (d) Since December 31, 2005, (i) neither Radian nor any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Radian or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Radian or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Radian or any of its Subsidiaries, whether or not employed by Radian or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Radian or any of its officers, directors, employees or agents to the Board of Directors of Radian or any committee thereof or to any director or officer of Radian.

Financial Statements. (a) The WSFS Financial Statements financial statements of IBKC and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC IBKC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesIBKC and its Subsidiaries in all material respects, (ii) have been prepared fairly present in accordance all material respects the consolidated statements of comprehensive income, cash flows, shareholders’ equity and consolidated balance sheet of IBKC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto. Since December 31, 2016, no independent public accounting firm of IBKC has resigned (or informed IBKC that it intends to resign) or been dismissed as independent public accountants of IBKC as a result of or in connection with any disagreements with IBKC on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on IBKC, neither IBKC nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of IBKC included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2019, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of IBKC 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 of IBKC or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on IBKC. IBKC (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to IBKC, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of IBKC by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to IBKC’s outside auditors and the audit committee of IBKC’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect IBKC’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of IBKC, any fraud, whether or not material, that involves management or other employees who have a significant role in IBKC’s internal controls over financial reporting. To the knowledge of IBKC, any such disclosures were made in writing by management to IBKC’s auditors and audit committee. To the knowledge of IBKC, there is no reason to believe that IBKC’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since January 1, 2017, (i) neither IBKC nor any of its Subsidiaries, nor, to the knowledge of IBKC, any director, officer, auditor, accountant or representative of IBKC or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesIBKC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that IBKC or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Cii) will fairly present in all no employee of or attorney representing IBKC or any of its Subsidiaries, whether or not employed by IBKC or any of its Subsidiaries, has reported evidence of a material respects violation of securities laws or banking laws, breach of fiduciary duty or similar violation by IBKC or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of IBKC or any committee thereof or the respective dates set forth therein and Board of Directors or similar governing body of any IBKC Subsidiary or any committee thereof, or to the results knowledge of operationsIBKC, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsIBKC or any IBKC Subsidiary.

Financial Statements. The WSFS Financial Statements (a) Each of the financial statements of Xxxxxx and its Subsidiaries included (or incorporated by reference reference) in the WSFS Xxxxxx SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have has been prepared from, and are is in accordance with with, the Books books and Records records of the WSFS EntitiesXxxxxx and its Subsidiaries, (ii) have been prepared fairly presents in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Xxxxxx and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of its date of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SECSEC with respect thereto, and (iv) has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to the interim financial statements for the omission records of footnotes Xxxxxx and (iii) fairly present its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. KPMG LLP has not resigned (or informed Xxxxxx that it intends to resign) or been dismissed as independent public accountants of Xxxxxx as a result of or in connection with any disagreements with Xxxxxx on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Since December 31, 2009, there have been no material changes in the “off-balance sheet arrangements,” as defined in and disclosed under Item 303 of Regulation S-K under the Securities Act, to which Xxxxxx or any of its Subsidiaries is a party. (b) Neither Xxxxxx nor any of its Subsidiaries has incurred any liability of any nature whatsoever that is, individually or in the aggregate, material, and is not an obligor under any guarantee, keepwell or other similar contract (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities Xxxxxx included in its Quarterly Report on Form 10-Q for the respective periods set forth thereinfiscal quarter ended June 30, subject 2012 (including any notes thereto), (ii) liabilities incurred in the case ordinary course of business consistent in nature and amount with past practice since June 30, 2012 and that have either been Previously Disclosed or would not reasonably be likely to have, individually or in the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of aggregate, a Material Adverse Effect on Xxxxxx, or (iii) in connection with this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. (a) The WSFS Financial Statements financial statements of Anchor and its Subsidiaries included (or incorporated by reference reference) in the WSFS Anchor SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesAnchor and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Anchor and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesAnchor and its Subsidiaries have been since January 1, 2014, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual bona fide transactions. McGladrey LLP has not resigned (or informed Anchor that it intends to resign) or been dismissed as independent public accountants of Anchor as a result of or in connection with any disagreements with Anchor on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Anchor, neither Anchor nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Anchor included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2015, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Anchor 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 of Anchor or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Anchor. Anchor (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Anchor, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsAnchor by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Anchor’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Anchor’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Anchor’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of Anchor, any fraud, whether or not material, that involves management or other employees who have a significant role in Anchor’s internal controls over financial reporting. To the knowledge of Anchor, these disclosures were made in writing by management to Anchor’s auditors and audit committee and a copy has previously been made available to Old National. There is no reason to believe that Anchor’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2014, (i) neither Anchor nor any of its Subsidiaries, nor, to the knowledge of Anchor, any director, officer, auditor, accountant or representative of Anchor or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Anchor, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Anchor or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Anchor or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Anchor or any of its Subsidiaries, whether or not employed by Anchor or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Anchor or any of its officers, directors, employees or agents to the Board of Directors of Anchor or any committee thereof or to the knowledge of Anchor, to any director or officer of Anchor.

Financial Statements. (a) The WSFS Financial Statements financial statements of the Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports filed with (but not furnished to) the SEC (including the related notes, where applicable) (i) are true, accurate and complete fairly present in all material respectsrespects the consolidated results of operations, cash flows, changes in stockholders’ equity and have been prepared from, and are in accordance with the Books and Records consolidated financial position of the WSFS EntitiesCompany and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of unaudited statements, to recurring year-end audit adjustments normal in nature and amount), (ii) have been prepared complied as to form, as of their respective dates of filing with the SEC, in accordance all material respects with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. (b) Since December 31, 2007, the Company and except each of its Subsidiaries has had in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to unaudited such reports. (c) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of the Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010, as filed with the SEC, (ii) this Agreement or (iii) liabilities incurred since June 30, 2010 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due). (d) The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for the omission external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of footnotesfinancial statements in conformity with generally accepted accounting principals and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (Civ) will fairly present in all material respects the consolidated financial condition of WSFS as recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the respective dates set forth therein Company’s board of directors and in Section 3.7 of the results of operations, stockholders’ equity Disclosure Letter (x) any significant deficiencies in and cash flows of WSFS for the respective periods set forth therein, subject material weaknesses in the case design or operation of unaudited internal controls over financial statements reporting which are reasonably likely to year-end adjustmentsadversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Financial Statements. (a) The WSFS Financial Statements financial statements of SCB and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC SCB Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSCB and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated balance sheet, the consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of cash flows, and consolidated changes in shareholders’ equity of SCB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesSCB and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since January 1, 2020, no independent public accounting firm of SCB has resigned (or informed SCB that it intends to resign) or been dismissed as independent public accountants of SCB as a result of, or in connection with, any disagreements with SCB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. The financial statements of BSC Bank included in the consolidated financial reports of condition and income (call reports) of WSFS BSC Bank complied, as of the their respective dates set forth therein of filing with the FDIC, in all material respects with applicable accounting requirement and with the published instructions of the Federal Financial Institutions Examination Council with respect thereto. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SCB, neither SCB nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of SCB included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (including any notes thereto) and for liabilities incurred in the ordinary course of business since September 30, 2023, or in connection with this Agreement and the results transactions contemplated hereby. (c) The records, systems, controls, data and information of operationsSCB and its Subsidiaries are recorded, stockholders’ equity stored, maintained and cash flows operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of WSFS SCB or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for the respective periods set forth thereinany non-exclusive ownership and non-direct control that would not reasonably be expected, subject either individually or in the case aggregate, to have a Material Adverse Effect on SCB. SCB (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of unaudited the Exchange Act) to ensure that material information relating to SCB, including its Subsidiaries, is made known to the chief executive officer and the chief financial statements officer of SCB by others within those entities as appropriate to yearallow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-end adjustmentsXxxxx Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to SCB’s outside auditors and the audit committee of the SCB Board (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to adversely affect SCB’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of SCB, any fraud, whether or not material, that involves management or other employees who have a significant role in SCB’s internal controls over financial reporting. To the knowledge of SCB, there is no reason to believe that SCB’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since January 1, 2021, (i) neither SCB nor any of its Subsidiaries, nor, to the knowledge of SCB, any director, officer, auditor, accountant or representative of SCB or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of SCB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SCB or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing SCB or any of its Subsidiaries, whether or not employed by SCB or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SCB or any of its officers, directors, employees or agents to the SCB Board or any committee thereof or, to the knowledge of SCB, to any director or officer of SCB.

Financial Statements. (a) The WSFS Financial Statements financial statements of GBC and its Subsidiaries included (or incorporated by reference reference) in the WSFS GBC SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesGBC and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders equity and consolidated financial position of GBC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesGBC and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Mxxxxxx & Jxxxxxx, LLC has served as independent registered public accountants for GBC for all periods covered in the GBC SEC Reports; such firm has not resigned or been dismissed as independent public accountants of GBC as a result of or in connection with any disagreements with GBC on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither GBC nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS GBC included in its Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2006 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2006 or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of GBC 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 of GBC or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 3.6(c). GBC has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). (d) Since December 31, 2005, (i) through the date hereof, neither GBC nor any of its Subsidiaries nor, to the knowledge of the officers of GBC, any director, officer, employee, auditor, accountant or representative of GBC or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of GBC or any of its Subsidiaries or their respective dates set forth therein internal accounting controls, including any material complaint, allegation, assertion or claim that GBC or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing GBC or any of its Subsidiaries, whether or not employed by GBC or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by GBC or any of its officers, directors, employees or agents to the results GBC Board or any committee thereof or to any director or officer of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsGBC.

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Parent Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of unaudited statements, to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. To the extent any of the books and except records of Parent and its Subsidiaries are required to be maintained in accordance with respect to unaudited financial statements for the omission of footnotesGAAP, such books and records have been, since January 1, 2017, and (C) will fairly present are being maintained in all material respects in accordance with GAAP. Prior to the date hereof, KPMG LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent, neither Parent nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included in the consolidated balance sheet of Parent or in the notes thereto, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Parent included in its annual report on Form 10-K for the fiscal year ended December 31, 2018 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2018, or in connection with this Agreement and the transactions contemplated hereby. None of Parent or any of its Subsidiaries is a party to any material “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K. (c) The records, systems, controls, data and information of Parent 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 of Parent or its Subsidiaries or their respective accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent. Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial condition officer of WSFS Parent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditor and the audit committee of the Parent Board (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) relating to the period covered by such evaluation which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, relating to the period covered by such evaluation that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. These disclosures, if any, were made by management to Parent’s auditor and audit committee of the Parent Board and a copy of any such written disclosure has been previously made available to the Company. There is no reason to believe that Parent’s chief executive officer and chief financial officer and, to the knowledge of Parent, as of the date hereof, its outside auditor will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation or claim, whether written or, to the knowledge of Parent, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to reserves, write-downs, charge-offs and accruals) of Parent or any of its Subsidiaries or their respective dates set forth therein internal accounting controls that is material to Parent, including any complaint, allegation or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in inappropriate accounting or auditing practices that is material to Parent, and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the results Parent Board or any committee thereof or, to the knowledge of operationsParent, stockholders’ equity to any director or officer of Parent, pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act, in each case of the foregoing clauses (i) and cash flows of WSFS for the respective periods set forth therein(ii), subject except as would not reasonably be likely to be, either individually or in the case of unaudited financial statements aggregate, materially adverse to year-end adjustmentsParent and its Subsidiaries, taken as a whole.

Financial Statements. (a) BFST has furnished or made available to Oakwood true and complete copies of its Annual Report on Form 10-K as filed with the SEC on March 1, 2024, which contains BFST’s audited consolidated balance sheet (which includes the allowance for loan losses) as of December 31, 2023, and the related statements of income, comprehensive income, shareholders’ equity and cash flows for the year ended December 31, 2023 (the “BFST Financial Statements”). (b) The WSFS BFST Financial Statements included or incorporated by reference in have been prepared from the WSFS SEC Reports (i) are truebooks and records of BFST and its Subsidiaries and fairly present, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated position, results of operations, stockholdersshareholders’ equity and cash flows of BFST at the WSFS Entities dates and for the respective periods indicated in conformity with GAAP applied on a consistent basis throughout the periods indicated. (c) As of the dates of the BFST Financial Statements, neither BFST nor any of its Subsidiaries had any material Liabilities (whether accrued, absolute, contingent or otherwise) except as fully set forth therein, subject or provided for in the case such BFST Financial Statements. (d) BFST and each of its Subsidiaries has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the interim Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared for external purposes in accordance with GAAP, regulatory accounting principles (ii) that receipts and expenditures of BFST and its Subsidiaries are being made only in accordance with authorizations of management and the applicable accounting requirements board of directors of BFST, and with (iii) regarding prevention or timely detection of the published unauthorized acquisition, use or disposition of BFST’s and its Subsidiaries’ assets that could have a material effect on BFST’s financial statements. (e) BFST’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by BFST in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations forms of the SEC, in each case, consistently applied except and that all such information is accumulated and communicated to BFST’s management as may be otherwise indicated in appropriate to allow timely decisions regarding required disclosure and to make the notes thereto certifications of the chief executive officer and except chief financial officer of BFST required under the Exchange Act with respect to unaudited such reports. BFST has disclosed, based on its most recent evaluation of its disclosure controls and procedures prior to the date of this Agreement, to BFST’s auditors and the audit committee of the board of directors of BFST (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial statements for the omission of footnotesreporting that could adversely affect in any material respect BFST’s ability to record, process, summarize and report financial information and (Cii) will fairly present any fraud, whether or not material, that involves management or other employees who have a significant role in all BFST’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material respects weakness” shall have the consolidated financial condition meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsthis Agreement.

Financial Statements. (i) The WSFS Financial Statements financial statements and the related notes thereto of Enviva Partners, LP and its subsidiaries included or incorporated by reference in each of the WSFS SEC Reports (i) are true, accurate Time of Sale Information and complete the Offering Memorandum present fairly in all material respectsrespects the financial position of the Partnership and its subsidiaries (collectively, the “Partnership Entities”) as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared fromin conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except to the extent disclosed therein; and are the other financial information included or incorporated by reference in accordance with the Books and Records each of the WSFS Entities, Time of Sale Information and the Offering Memorandum has been derived from the accounting records of the Partnership Entities and presents fairly in all material respects the information shown thereby. (ii) The historical financial statements and related notes of Enviva Wilmington Holdings, LLC (“Wilmington Holdings”) and its subsidiaries required by Rule 3-05 of Regulation S-X incorporated by reference in the Time of Sale Information and the Offering Memorandum were audited, as described therein, by KPMG LLP and present fairly in all material respects the financial position of Wilmington Holdings and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby, except to the extent disclosed therein. (iii) The pro forma financial statements incorporated by reference in the Time of Sale Information and the Offering Memorandum have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements of Regulation S-X under the Securities Act, the assumptions used in preparing the pro forma financial statements incorporated by reference in the Time of Sale Information and with the published rules Offering Memorandum provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and regulations the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts. (iv) The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the SECPreliminary Offering Memorandum, in each case, consistently applied except as may be otherwise indicated in the notes thereto Time of Sale Information and except with respect to the interim financial statements Offering Memorandum fairly presents the information called for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been is prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published Commission's rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsguidelines applicable thereto.

Financial Statements. (a) The WSFS Financial Statements financial statements of National Penn and its Subsidiaries included (or incorporated by reference reference) in the WSFS National Penn SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesNational Penn and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of National Penn and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesNational Penn and its Subsidiaries have been since January 1, 2012, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. KPMG LLP has not resigned (or informed National Penn that it intends to resign) or been dismissed as independent public accountants of National Penn as a result of or in connection with any disagreements with National Penn on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on National Penn, neither National Penn nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS National Penn included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2015, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of National Penn 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 of National Penn or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on National Penn. National Penn (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to National Penn, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsNational Penn by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to National Penn’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject National Penn’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect National Penn’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of National Penn, any fraud, whether or not material, that involves management or other employees who have a significant role in National Penn’s internal controls over financial reporting. These disclosures were made in writing by management to National Penn’s auditors and audit committee and a copy has previously been made available to Parent. To the knowledge of National Penn, there is no reason to believe that National Penn’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2012, (i) neither National Penn nor any of its Subsidiaries, nor, to the knowledge of National Penn, any director, officer, auditor, accountant or representative of National Penn or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of National Penn, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of National Penn or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that National Penn or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing National Penn or any of its Subsidiaries, whether or not employed by National Penn or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by National Penn or any of its officers, directors, employees or agents to the Board of Directors of National Penn or any committee thereof or to the knowledge of National Penn, to any director or officer of National Penn.

Financial Statements. (a) The WSFS Financial Statements financial statements of AUB and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC AUB Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesAUB and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of AUB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto. Since December 31, 2022, no independent public accounting firm of AUB has resigned (or informed AUB that it intends to resign) or been dismissed as independent public accountants of AUB as a result of or in connection with any disagreements with AUB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on AUB, neither AUB nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of AUB included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024(including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2024, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of AUB 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 of AUB or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on AUB. AUB (x) has implemented and maintains disclosure controls and procedures and internal controls over financial reporting (as defined in Rule 13a-15(e) and (f), respectively, of the Exchange Act) to ensure that material information relating to AUB, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of AUB by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and (y) has not identified (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to materially adversely affect AUB’s ability to record, process, summarize and report financial information, and (ii) any fraud that involves management or senior employees who have a significant role in AUB’s internal controls over financial reporting. As of the date hereof, neither AUB nor its independent audit firm has identified any unremediated material weakness in internal controls over financial reporting or disclosure controls and procedures. AUB has no reason to believe that AUB’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since January 1, 2022, (i) neither AUB nor any of its Subsidiaries, nor, to the knowledge of AUB, any Representative of AUB or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesAUB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that AUB or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Cii) will fairly present in all no employee of or attorney representing AUB or any of its Subsidiaries, whether or not employed by AUB or any of its Subsidiaries, has reported evidence of a material respects violation of securities laws, breach of fiduciary duty or similar violation by AUB or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of AUB or any committee thereof or the respective dates set forth therein and the results Board of operations, stockholders’ equity and cash flows Directors or similar governing body of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsany AUB Subsidiary or any committee thereof.

Financial Statements. 4.6.1. VSB Bancorp has previously made available to Northfield Bancorp the VSB Bancorp Financial Statements. The WSFS VSB Bancorp Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiincluding the related notes where applicable) fairly present in each case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of VSB Bancorp and the VSB Bancorp Subsidiaries on a consolidated basis as of and for the respective periods ended on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto. 4.6.2. The consolidated WSFS Financial Statements to be prepared after At the date of this Agreement each statement of financial condition included in the VSB Bancorp Financial Statements, VSB Bancorp did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such VSB Bancorp Financial Statements or in the footnotes thereto that are not fully reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and prior loss contingencies that are not material individually or in the aggregate or that are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies that 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 Closing (A) will absence of footnotes. 4.6.3. VSB Bancorp has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be truemade with respect thereto, accurate that it was required to file since December 31, 2017 with any Governmental Entity and complete has paid all fees and assessments due and payable in connection therewith. As of their respective dates, each of such filings complied in all material respectsrespects with all laws or regulations under which it was filed. The VSB Bancorp Regulatory Reports, (B) will to the extent they contain financial information, have been prepared in all material respects in accordance with GAAP, applicable regulatory accounting principles and practices throughout the applicable periods covered by such statements. 4.6.4. The records, systems, controls, data and information of VSB Bancorp and the VSB Bancorp 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 of it or its subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated controls described in the notes thereto following sentence. VSB Bancorp and except with respect the VSB Bancorp Subsidiaries have devised and maintained a system of internal accounting controls sufficient to unaudited provide reasonable assurances (i) that the assets of VSB Bancorp and the VSB Bancorp Subsidiaries are protected and properly recorded and (ii) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. No reportable conditions or material weaknesses (each as defined in AU 325 of the omission AICPA Professional Standards) have been discovered in connection with the audits of footnotesthe VSB Bancorp Financial Statements by VSB Bancorp’s certified public accountants. 4.6.5. VSB Bancorp has disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its Board of Directors and in VSB Bancorp DISCLOSURE SCHEDULE 4.6.5: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial information, and (Cii) will fairly present any fraud, whether or not material, that involves management or other employees who have a significant role in all its internal control over financial reporting. 4.6.6. Since December 31, 2017, (i) neither VSB Bancorp nor any VSB Bancorp Subsidiary nor, to the Knowledge of VSB Bancorp, any director, officer, employee, auditor, accountant or representative of VSB Bancorp or of any VSB Bancorp Subsidiary has received or otherwise had or obtained knowledge of any material respects complaint, allegation, assertion or claim, whether written or oral, regarding the consolidated financial condition accounting or auditing practices, procedures, methodologies or methods of WSFS as VSB Bancorp or any VSB Bancorp Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that VSB Bancorp or any VSB Bancorp Subsidiary has engaged in questionable accounting or auditing practices, and (ii) no attorney representing VSB Bancorp or any VSB Bancorp Subsidiary, whether or not employed by VSB Bancorp or any VSB Bancorp Subsidiary, has reported evidence of the respective dates set forth therein and the results a material violation of operationssecurities laws, stockholders’ equity and cash flows breach of WSFS for the respective periods set forth thereinfiduciary duty or similar violation by it or any of its officers, subject in the case directors, employees or agents to its board of unaudited financial statements directors or any committee thereof or to year-end adjustmentsany of its directors or officers.

Financial Statements. 5.6.1. FNFG has previously made available to HNC the FNFG Financial Statements. The WSFS FNFG Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiincluding the related notes where applicable) fairly present in each case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of FNFG and the FNFG Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, 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. 5.6.2. The consolidated WSFS Financial Statements to be prepared after At the date of each balance sheet included in the FNFG Financial Statements, FNFG did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such FNFG Financial Statements or in the footnotes thereto 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. 5.6.3. The records, systems, controls, data and information of FNFG 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 of FNFG or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Agreement Section 5.6.3. FNFG (x) has implemented and prior maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the Closing (A) will be true, accurate reliability of financial reporting and complete in all material respects, (B) will have been prepared the preparation of its financial statements for external purposes in accordance with GAAP, regulatory accounting principles (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to FNFG, including its consolidated Subsidiaries, is made known to the chief executive officer and the applicable accounting requirements chief financial officer of FNFG by others within those entities, and with (z) has disclosed, based on its most recent evaluation prior to the published date hereof, to FNFG’s outside auditors and the audit committee of FNFG’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect FNFG’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in FNFG’s internal control over financial reporting. As of the date hereof, to the knowledge of FNFG, its chief executive officer and chief financial officer will be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 302 of the SECXxxxxxxx-Xxxxx Act, without qualification, when next due. 5.6.4. The allowance for credit losses reflected in each caseFNFG’s audited statement of condition at December 31, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes2008 was, and (C) the allowance for credit losses shown on the balance sheets in FNFG’s Securities Documents for periods ending after December 31, 2008 will fairly present in all material respects the consolidated financial condition of WSFS be, adequate, as of the respective dates set forth therein and the results of operationsthereof, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsunder GAAP.

Financial Statements. (a) The WSFS Financial Statements financial statements of Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory U.S. generally accepted accounting principles and (“GAAP”) consistently applied during the applicable accounting requirements and with the published rules and regulations of the SECperiods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. As of the date hereof, the books and except with respect to unaudited financial statements for the omission records of footnotes, Company and (C) will fairly present its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, BKD, LLP has not resigned (or informed Company that it intends to resign) or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Company nor any of its Subsidiaries has incurred any liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS as Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (including any notes thereto), (ii) liabilities incurred in the ordinary course of the respective dates set forth therein business consistent in nature and amount with past practice since June 30, 2013 or (iii) in connection with this Agreement and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. (a) SWB has previously delivered to Alliance Bancorp the SWB Regulatory Reports. The WSFS Financial Statements included SWB Regulatory Reports have been, or incorporated will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by reference in the WSFS SEC Reports (i) are truesuch statements, accurate and complete fairly present, or will fairly present in all material respects, the consolidated financial position, results of operations and have been prepared fromchanges in shareholders' equity of SWB as of and for the periods ended on the dates thereof, and are in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) SWB has previously delivered to Alliance Bancorp the Books and Records of the WSFS EntitiesSWB Financials. The SWB Financials have been, (ii) have been or will be, prepared in accordance with GAAP, regulatory accounting principles and (including the applicable accounting requirements and with the published rules and regulations of the SECrelated notes where applicable) fairly present, or will fairly present, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustments. The ), the consolidated WSFS Financial Statements to be prepared after financial position, results of operations and cash flows of SWB and the date SWB Subsidiaries as of this Agreement and prior to for the Closing (A) will be truerespective periods ending on the dates thereof, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP applied on a consistent basis during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesthereto, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject or in the case of unaudited financial statements statements, as permitted by Form 10-Q. (c) At the date of each balance sheet included in the SWB Financials or the SWB Regulatory Reports, SWB did not have, or will not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to year-end adjustmentsbe reflected in such SWB Financials or SWB Regulatory Reports or in the footnotes thereto 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 and 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. (a) The WSFS Financial Statements consolidated financial statements of Rand and its Subsidiary included or incorporated by reference in the WSFS Rand SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesRand and its Subsidiary, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Rand and its Subsidiary for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments immaterial in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles except, in each case, as indicated in such statements or in the notes thereto. (b) Neither Rand nor its Subsidiary has any material liability or obligation of any nature whatsoever required by GAAP to be reserved for in a balance sheet (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the applicable accounting requirements consolidated balance sheet of Rand included in its Annual Report on Form 10-K for the annual period ended December 31, 2017 (including any notes thereto) and with for liabilities and obligations incurred in a commercially reasonable manner since the published date of such balance sheet and such liabilities as would not, individually or in the aggregate, have a Material Adverse Effect on Rand. (c) Rand has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Rand, including its consolidated Subsidiary, required to be disclosed by Rand in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the SEC, in and that all such material information is accumulated and communicated to the “principal executive officer” and the “principal financial officer” (each case, consistently applied except as may be otherwise indicated defined in the notes thereto Xxxxxxxx-Xxxxx Act) of Rand by others within those entities in connection with the reports Rand is required to file under the Exchange Act to allow timely decisions regarding required disclosure and except with respect to unaudited make the certifications required pursuant to Sections 302 and 906 of the Sarbanes Oxley Act. (d) Since December 31, 2016, the principal executive officer and the principal financial statements for the omission officer of footnotes, and (C) will fairly present Rand have complied in all material respects with (i) the consolidated financial condition of WSFS as applicable provisions of the respective dates set forth therein Xxxxxxxx-Xxxxx Act and under the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. The principal executive officer and the results principal financial officer of operations, stockholders’ equity Rand have made all certifications required by Sections 302 and cash flows 906 of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements Xxxxxxxx-Xxxxx Act with respect to year-end adjustmentseach Rand SEC Document filed by Rand.

Financial Statements. (a) The WSFS Financial Statements financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS Parent SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory IFRS or Canadian generally accepted accounting principles and (“Canadian GAAP”), as applicable, consistently applied during the applicable accounting requirements and with the published rules and regulations of the SECperiods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesParent and its Subsidiaries have been, since January 1, 2013, and (C) will fairly present are being maintained in all material respects in accordance with IFRS, Canadian GAAP or GAAP, as applicable, and any other applicable legal and accounting requirements. Ernst & Young LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent, none of Parent, Holdco or any of their respective Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Parent included in its Quarterly Report to Shareholders filed with the SEC on Form 6-K for the fiscal quarter ended April 30, 2016 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since April 30, 2016 or in connection with this Agreement and the transactions contemplated hereby or (iii) liabilities that are not material to Parent and its Subsidiaries, taken as a whole. (c) The records, systems, controls, data and information of Parent 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 of Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent. Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsParent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Parent’s Board of Directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Parent’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Parent, any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. Copies of any such disclosures were made in writing by management to Parent’s auditors and audit committee and a copy has previously been made available to Company. To the knowledge of Parent, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, prior to the Closing Date. (d) Since January 1, 2013, (i) none of Parent, Holdco or any of their respective Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent, Holdco or any of their respective Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Parent, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Parent, Holdco or any of their respective Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Parent, Holdco or any of their respective Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Parent, Holdco or any of their respective Subsidiaries, whether or not employed by Parent, Holdco or any of their respective Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent, Holdco or any of their respective officers, directors or employees to the Board of Directors of either Parent or Holdco or any committee thereof or to the knowledge of Parent, to any director or officer of Parent or Holdco.

Financial Statements. (a) The WSFS Financial Statements financial statements of Flagstar and the Flagstar Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Flagstar Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of Flagstar and the WSFS EntitiesFlagstar Subsidiaries in all material respects, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated results of operations, regulatory accounting principles cash flows, changes in stockholders’ equity and consolidated financial position of Flagstar and the Flagstar Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for records of Flagstar and the omission of footnotesFlagstar Subsidiaries have been, since January 1, 2018, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. No independent public accounting firm of Flagstar has resigned (or informed Flagstar that it intends to resign) or been dismissed as independent public accountants of Flagstar as a result of or in connection with any disagreements with Flagstar on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Flagstar, neither Flagstar nor any of the Flagstar Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of Flagstar, except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Flagstar included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2020, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Flagstar and the Flagstar 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 of Flagstar or the Flagstar Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on Flagstar. Flagstar (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Flagstar, including the Flagstar Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsFlagstar by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Flagstar’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Flagstar’s Board of Directors (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Flagstar’s ability to record, process, summarize and report financial information, and (B) to the knowledge of Flagstar, any fraud, whether or not material, that involves management or other employees who have a significant role in Flagstar’s internal controls over financial reporting. Any such disclosures were made in writing by management to Flagstar’s auditors and audit committee and true and complete copies of such disclosures have been made available to NYCB. To the knowledge of Flagstar, there is no reason to believe that Flagstar’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2018, (i) neither Flagstar nor any of the Flagstar Subsidiaries, nor, to the knowledge of Flagstar, any director, officer, auditor, accountant or representative of Flagstar or any of the Flagstar Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Flagstar or any of the Flagstar Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Flagstar or any of the Flagstar Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing Flagstar or any of the Flagstar Subsidiaries, whether or not employed or retained by Flagstar or any of the Flagstar Subsidiaries, has reported evidence of a material violation of securities laws or banking laws, breach of fiduciary duty or similar violation by Flagstar or any of the Flagstar Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Flagstar or any committee thereof or the Board of Directors or similar governing body of any Flagstar Subsidiary or any committee thereof, or, to the knowledge of Flagstar, to any director or officer of Flagstar or any Flagstar Subsidiary.

Financial Statements. (a) The WSFS Financial Statements financial statements of Xenith and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Xenith Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesXenith and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Xenith and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal and not material in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesXenith and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since December 31, 2012, no independent public accounting firm of Xenith has resigned (or informed Xenith that it intends to resign) or been dismissed as independent public accountants of Xenith as a result of or in connection with any disagreements with Xenith on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Xenith nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Xenith included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2015, or in connection with this Agreement and the transactions contemplated hereby in each case that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Xenith. (c) The records, systems, controls, data and information of Xenith 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 of Xenith or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on Xenith. Xenith (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Securities Exchange Act of 1934, as amended (the “Exchange Act”) to ensure that material information relating to Xenith, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsXenith by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Xenith’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Board of Directors of Xenith (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Xenith’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Xenith’s internal controls over financial reporting. These disclosures were made in writing by management to Xenith’s auditors and audit committee. There is no reason to believe that Xenith’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-end adjustmentsXxxxx Act, without qualification, when next due. (d) Since January 1, 2012, (i) neither Xenith nor any of its Subsidiaries, nor, to the knowledge of Xenith, any director, officer, auditor, accountant or representative of Xenith or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Xenith or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Xenith or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Xenith or any of its Subsidiaries, whether or not employed by Xenith or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Xenith or any of its officers, directors, employees or agents to the Board of Directors of Xenith or any committee thereof or to the knowledge of Xenith, to any director or officer of Xenith.

Financial Statements. The WSFS Each Loan Party has delivered or caused to be delivered to the Bank their most recent Financial Statements included or incorporated by reference in (as defined herein) (the WSFS SEC Reports (i) “Historical Statements”). The Financial Statements are true, complete and accurate and complete in all material respectsrespects and fairly present the Loan Parties’ financial condition, assets and have been prepared fromliabilities, whether accrued, absolute, contingent or otherwise and are the results of the Loan Parties’ operations for the period specified therein in each case in accordance with GAAP (as defined below) to the Books and Records of the WSFS Entities, (ii) extent such items are required to be included thereby. The Financial Statements have been prepared in accordance with GAAP, regulatory generally accepted accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, effect from time to time (“GAAP”) consistently applied except as may be otherwise indicated in the notes thereto and except with respect from period to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth thereinperiod, subject in the case of the interim financial statements to normal year-end adjustments; provided however, that all accounting terms used in connection with any financial covenants herein (or any definitions used in connection with the financial covenants) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the Closing Date, applied on a basis consistent with those used in preparing the Historical Statements. The consolidated WSFS Financial Statements Notwithstanding the foregoing, if the Borrower notifies the Bank in writing that the Borrower wishes to amend any financial covenant set forth in this Agreement (or any related definition) to eliminate the effect of any change in GAAP occurring after the Closing Date on the operation of such financial covenants, then the Bank and the Borrower shall negotiate in good faith to amend such ratios or requirements to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, the Borrower’s compliance with such covenants shall be prepared determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants or definitions are amended in a manner satisfactory to the Borrower, and the Borrower shall provide to the Bank, when it delivers its financial statements pursuant to Section 4.2 of this Agreement, such reconciliation statements as shall be reasonably requested by the Bank. Notwithstanding the foregoing or anything in this Agreement to the contrary, whenever in this Agreement it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made on the basis of GAAP as in effect on the Closing Date (provided that if there is a change in GAAP after the Closing Date that effects the treatment of capital leases or operating leases, all financial statements delivered to the Bank in accordance with the terms of this Agreement after the date of this Agreement and such change in GAAP shall be accompanied by a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory such accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentschange).