REPRESENTATIONS AND WARRANTIES OF FPFI. On or prior to the date hereof, FPFI has delivered to Progress a memorandum (the “FPFI Disclosure Memorandum”) setting forth items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof, or as an exception to one or more representations or warranties contained in Article 5, or as an exception to one or more of its covenants contained in Article 7; provided, that the mere inclusion of an item in the Disclosure Memorandum as an exception to a representation or warranty or covenant shall not be deemed an admission by FPFI that such item was required to be disclosed therein. Except as Previously Disclosed, FPFI hereby represent and warrant to Progress as follows (for the purposes of this Agreement, except where the context requires otherwise, any reference to FPFI in this Article 5 shall be deemed to include FPFI and FP Bank and any reference to material, Material Adverse Effect or a similar standard shall refer to the financial condition, operations or other aspects of FPFI and its subsidiaries, including FP Bank, taken as a whole):
