REPRESENTATIONS AND WARRANTIES OF OLD FLORIDA AND OFB. For purposes of this Section 3, the term “material adverse effect” shall mean, a condition, event, change or occurrence that is likely to have a material adverse effect upon the financial condition, results of operations, loans, securities, deposit accounts, business or properties of Old Florida and its Subsidiaries (as defined in Section 3.01, below), taken as a whole; provided, however, that in determining whether a material adverse effect has occurred there shall be excluded any effect, to the extent attributable to or resulting from: (i) any changes in the laws, regulations or interpretations of laws or regulations generally affecting the banking business, but not uniquely relating to Old Florida and its Subsidiaries (as defined in Section 3.01, below), taken as a whole; (ii) any changes in generally accepted accounting principles or regulatory accounting requirements generally affecting the banking or bank holding company businesses, but not uniquely relating to Old Florida and its Subsidiaries (as defined in Section 3.01, below), taken as a whole; (iii) changes in national or international political or social conditions including the engagement by the Untied States in hostilities, whether or not pursuant to the declaration of a national emergency or war or the occurrence of any military or terrorist attack upon or within the United States, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States; (iv) actions or omissions of Old Florida or any of its Subsidiaries taken with the prior written consent of Bancshares in contemplation of the transactions contemplated hereby; (v) any facts existing on the date of this Agreement as fully disclosed in the schedules of exceptions delivered by Old Florida with this Agreement; and (vi) any action taken at the specific request or direction of Bancshares. Old Florida and OFB represent and warrant to Bancshares and BOF that, except as disclosed in the schedule of exceptions delivered by Old Florida and OFB to Bancshares (the “Schedule of Exceptions”), as of the date of this Agreement and as of the Closing Date:
