Common use of SEC Documents; Financial Reports; and Regulatory Reports Clause in Contracts

SEC Documents; Financial Reports; and Regulatory Reports. (i) Its Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 1997, and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "SEC Documents"), with the SEC, and all its SEC Documents filed with the SEC, in the form filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth in its SEC Documents, neither it nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Except as set forth on Schedule 3.11 of the Company Disclosure Schedule, the Company’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972006 (the “Company 2006 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it the Company or any of its Subsidiaries subsequent to December 31, 1995 2001 under the Securities ActAct (as defined in Section 9.2), or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (as defined in Section 9.2) (collectively, its "the “Company SEC Documents"”), with the Securities and Exchange Commission (“SEC”), and all its of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP (as defined in Section 9.2) consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of the Company and its Subsidiaries (the “Company Balance Sheet”) contained in the Company 2006 Form 10-K and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2006, neither it the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer's Annual Report on Form 10-10 K, as amended through the date hereof, for the fiscal year ended December 31, 19972010 (the "Buyer 2010 Form 10-K"), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Buyer or any of its Subsidiaries subsequent to December 31January 1, 1995 2008 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its the "Buyer SEC Documents"), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-year end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer 2010 Form 10-K and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2010, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-10 K, as amended through the date hereof, for the fiscal year ended December 31, 19972011 (the “Buyer 2011 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Buyer or any of its Subsidiaries subsequent to December 31January 1, 1995 2009 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-year end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer 2011 Form 10-K and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2011, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Except as set forth on Schedule 3.11(a) of the Company Disclosure Schedule, the Company’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972011 (the “Company 2011 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it the Company or any of its Subsidiaries subsequent to December 31January 1, 1995 2009, under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Company SEC Documents"”), with the Securities and Exchange Commission (“SEC”), and all its of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of the Company and its Subsidiaries contained in the Company 2011 Form 10-K (the “Company Balance Sheet”) and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2011, neither it the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972006 (the “Buyer 2006 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it Buyer or any of its Subsidiaries subsequent to December 31, 1995 2001 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer 2006 Form 10-K and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2006, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Except as set forth on Schedule 3.11(a) of the Company Disclosure Schedule, the Company’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972015 (the “Company 2015 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it the Company or any of its Subsidiaries subsequent to December 31January 1, 1995 2013, under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Company SEC Documents"”), with the Securities and Exchange Commission (“SEC”), and all its of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading, except that the information filed or furnished as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of the Company and its Subsidiaries contained in the Company 2015 Form 10-K (the “Company Balance Sheet”) and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2015, neither it the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972006 (the “Buyer 2006 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it Buyer or any of its Subsidiaries subsequent to December 31, 1995 2001 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange A-20 Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its each of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of the date on which such Buyer SEC Document was filed or will be filed with the SEC, did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of Buyer and its Subsidiaries contained in Buyer’s Form 10-Q for the quarterly period ended June 30, 2007 and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since June 30, 2007, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-K, as amended through the date hereof, K for the fiscal year ended December 31, 19972012 (the “Buyer 2012 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Buyer or any of its Subsidiaries subsequent to December 31January 1, 1995 2010, under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-year end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer 2012 Form 10-K and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2012, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its The Company’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972008 (the “Company 2008 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it the Company or any of its Subsidiaries subsequent to December 31, 1995 2003 under the Securities ActAct (as defined in Section 9.2(a)), or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (as defined in Section 9.2(a)) (collectively, its "the “Company SEC Documents"”), with the Securities and Exchange Commission (“SEC”), and all its of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP (as defined in Section 9.2(a)) consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of the Company and its Subsidiaries (the “Company Balance Sheet”) contained in the Company 2008 Form 10-K and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2008, neither it the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its The Company’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December March 31, 19972018 (the “Company 2018 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Company or any of its Subsidiaries subsequent to December 31April 1, 1995 2015 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Company SEC Documents"”), with the U.S. Securities and Exchange Commission (the “SEC”), and all its of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange ActAct (each as defined in Section 9.3), as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each . The consolidated balance sheets of the balance sheets Company and its Subsidiaries as of March 31, 2018, 2017 and 2016 and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years 2016 through 2018, inclusive, in each case accompanied by the audit report of the Company’s independent registered public accounting firm, and the interim financial statements of the Company as of and for the three months ended June 30, 2018 and 2017 contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto, the “Company Financial Statements”) fairly presents present, and the financial statements referred to in Section 6.12 will fairly present present, the consolidated financial position of the entity or entities to which such balance sheet relates as of its datecondition, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity ’ equity, and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, of the Company and its Subsidiaries for the respective fiscal years or as of the respective dates therein set forth, in each case in accordance with GAAP (as defined in Section 9.3) consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited financial statements. Except for those liabilities that are fully reflected or reserved against on the most recent audited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2018, as set forth in its SEC Documentsthe Company 2018 Form 10-K (the “Company Balance Sheet”), or incurred in the ordinary course of business consistent with past practice or in connection with this Agreement, since March 31, 2018, neither it the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14).

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-10 K, as amended through the date hereof, for the fiscal year ended December 31, 19972015 (the “Buyer 2015 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Buyer or any of its Subsidiaries subsequent to December 31January 1, 1995 2013 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed at the time filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading, except that information filed or furnished as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-year end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer 2015 Form 10-K and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2015, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Company's Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972006 (the "Company 2006 Form 10-K"), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it Company or any of its Subsidiaries subsequent to December 31, 1995 2001 under the Securities Act of 1933, as amended (the "Securities Act"), or under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (collectively, its the "Company SEC Documents"), with the SEC, and all its each of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of the date on which such Company SEC Document was filed or will be filed with the SEC, did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of Company and its Subsidiaries (the "Company Balance Sheet") contained in Company's Form 10-Q for the quarterly period ended June 30, 2007 and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since June 30, 2007 (the "Company Balance Sheet Date"), neither it Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its The Company’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31June 30, 19972021 (the “Company Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it the Company or any of its Subsidiaries subsequent to December 31April 17, 1995 2017 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Company SEC Documents"”), with the Securities and Exchange Commission (“SEC”), and all its of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply as to form in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets statements of financial condition contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet statement of financial condition relates as of its date, and each of the statements of income operations and changes in stockholders' ’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated statement of financial condition of the Company and its Subsidiaries contained in the Company Form 10-K (the “Company Balance Sheet”) and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since June 30, 2018, neither it the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet statement of financial condition or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Company’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972007 (the “Company 2007 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it Company or any of its Subsidiaries subsequent to December 31, 1995 2002 under the Securities Act of 1933, as amended (the “Securities Act”), or under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, its "the “Company SEC Documents"”), with the SEC, and all its each of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of the date on which such Company SEC Document was filed or will be filed with the SEC, did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of Company and its Subsidiaries (the “Company Balance Sheet”) contained in Company’s Form 10-Q for the quarterly period ended June 30, 2008 and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since June 30, 2008 (the “Company Balance Sheet Date”), neither it Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972014 (the “Buyer 2014 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Buyer or any of its Subsidiaries subsequent to December 31January 1, 1995 2008 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-year end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer 2014 Form 10-K and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2014, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Except as set forth on Schedule 3.11 of the Company Disclosure Schedule, the Company’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972005 (the “Company 2005 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it the Company or any of its Subsidiaries subsequent to December 31, 1995 2000 under the Securities ActAct (as defined in Section 9.2(a)), or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (as defined in Section 9.2(a)) (collectively, its "the “Company SEC Documents"”), with the Securities and Exchange Commission (“SEC”), and all its of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP (as defined in Section 9.2(a)) consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of the Company and its Subsidiaries (the “Company Balance Sheet”) contained in the Company 2005 Form 10-K and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2005, neither it the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972005 (the “Buyer 2005 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it Buyer or any of its Subsidiaries subsequent to December 31, 1995 2000 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer 2005 Form 10-K and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2005, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972016 (the “Buyer 2016 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Buyer or any of its Subsidiaries subsequent to December 31January 1, 1995 2014 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the U.S. Securities and Exchange Commission (the “SEC”), and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange ActAct (each as defined in Section 9.3), as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited financial statements. Except as set forth in its SEC Documents, neither it nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its The Company’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31June 30, 19972009 (the “Company 2009 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it the Company or any of its Subsidiaries subsequent to December 31, 1995 2003 under the Securities ActAct (as defined in Section 9.2(a)), or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (as defined in Section 9.2(a)) (collectively, its "the “Company SEC Documents"”), with the Securities and Exchange Commission (“SEC”), and all its of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP (as defined in Section 9.2(a)) consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of the Company and its Subsidiaries (the “Company Balance Sheet”) contained in the Company 2009 Form 10-K and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since June 30, 2009, neither it the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its ORRF’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972022 (the “ORRF Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it ORRF or any of its Subsidiaries subsequent to December 31January 1, 1995 2020 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “ORRF SEC Documents"”), with the SEC, and all its of the ORRF SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply as to form in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets statements of financial condition contained in or incorporated by reference into any such ORRF SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet statement of financial condition relates as of its date, and each of the statements of income operations and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such ORRF SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated statement of financial condition of ORRF and its Subsidiaries contained in the ORRF Form 10-K (the “ORRF Balance Sheet”) and, except for liabilities reflected in the ORRF SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since January 1, 2023, neither it ORRF nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet statement of financial condition or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer's Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972008 (the "Buyer 2008 Form 10-K"), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it Buyer or any of its Subsidiaries subsequent to December 31, 1995 2003 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its the "Buyer SEC Documents"), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer 2008 Form 10-K and, except for liabilities reflected in the Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2008, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (i) Its Buyer's Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972001 (the "Buyer 2001 Form 10-K"), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it Buyer or any of its Subsidiaries subsequent to December 31, 1995 1996 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "Buyer SEC Documents"), with the SEC, and all its of Buyer SEC Documents filed with the SEC, in the form filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of the Buyer and its Subsidiaries (the "Buyer Balance Sheet") contained in the Company 2001 Form 10-K and, except for liabilities reflected in Company SEC Documentsdocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2001, neither it the Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth that, either alone or where combined with all similar liabilities, has had or could have a Material Adverse Effect on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14Buyer.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-10 K, as amended through the date hereof, for the fiscal year ended December 31, 19972017 (the “Buyer 2017 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Buyer or any of its Subsidiaries subsequent to December 31January 1, 1995 2015 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the U.S. Securities and Exchange Commission (the “SEC”), and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange ActAct (each as defined in Section 9.3), as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-year end audit adjustments in the case of unaudited financial statements. Except as set forth in its SEC Documents, neither it nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972021 (the “Buyer Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Buyer or any of its Subsidiaries subsequent to December 31January 1, 1995 2017 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply as to form in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer Form 10-K and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2020, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its CNB’s Annual Report on Form 10-K, as amended through the date hereof, K for the fiscal year ended December 31, 19972018 (the “CNB 2018 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it CNB or any of its Subsidiaries subsequent to December 31January 1, 1995 2016, under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “CNB SEC Documents"”), with the SEC, and all its of the CNB SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such CNB SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such CNB SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of CNB and its Subsidiaries contained in the CNB 2018 Form 10-K and, except for liabilities reflected in CNB SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2018, neither it CNB nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its The Company’s Annual Report on Form 10-K10‑K, as amended through the date hereof, for the fiscal year ended December 31June 30, 19972021 (the “Company Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it the Company or any of its Subsidiaries subsequent to December 31April 17, 1995 2017 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Company SEC Documents"”), with the Securities and Exchange Commission (“SEC”), and all its of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply as to form in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets statements of financial condition contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet statement of financial condition relates as of its date, and each of the statements of income operations and changes in stockholders' ’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end year‑end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated statement of financial condition of the Company and its Subsidiaries contained in the Company Form 10-K (the “Company Balance Sheet”) and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since June 30, 2018, neither it the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet statement of financial condition or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its CVLY’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972022 (the “CVLY Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it CVLY or any of its Subsidiaries subsequent to December 31January 1, 1995 2020 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “CVLY SEC Documents"”), with the Securities and Exchange Commission (“SEC”), and all its of the CVLY SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply as to form in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets statements of financial condition contained in or incorporated by reference into any such CVLY SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet statement of financial condition relates as of its date, and each of the statements of income operations and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such CVLY SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated statement of financial condition of CVLY and its Subsidiaries contained in the CVLY Form 10-K (the “CVLY Balance Sheet”) and, except for liabilities reflected in the CVLY SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since January 1, 2023, neither it CVLY nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet statement of financial condition or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972015 (the “Buyer 2015 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Buyer or any of its Subsidiaries subsequent to December 31January 1, 1995 2013 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed at the time filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading, except that information filed or furnished as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-year end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer 2015 Form 10-K and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2015, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-K10‑K, as amended through the date hereof, for the fiscal year ended December 31, 19972021 (the “Buyer Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Buyer or any of its Subsidiaries subsequent to December 31January 1, 1995 2017 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply as to form in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end year‑end audit adjustments in the case of unaudited financial statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer Form 10-K and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2020, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, 44 contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972008 (the “Buyer 2008 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it Buyer or any of its Subsidiaries subsequent to December 31, 1995 2003 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of Buyer and its Subsidiaries contained in the Buyer 2008 Form 10-K and, except for liabilities reflected in the Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2008, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972017 (the “Buyer 2017 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by it Buyer or any of its Subsidiaries subsequent to December 31January 1, 1995 2015 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "the “Buyer SEC Documents"”), with the SEC, and all its of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange ActAct (each as defined in Section 9.3), as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited financial statements. Except for those liabilities that are fully reflected or reserved against on the most recent audited consolidated balance sheet of Buyer and its Subsidiaries as of December 31, 2017, as set forth in its SEC Documentsthe Buyer 2017 Form 10-K, or incurred in the ordinary course of business consistent with past practice or in connection with this Agreement, since December 31, 2017, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14).

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Company’s Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972006 (the “Company 2006 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it Company or any of its Subsidiaries subsequent to December 31, 1995 2001 under the Securities Act of 1933, as amended (the “Securities Act”), or under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, its "the “Company SEC Documents"”), with the SEC, and all its each of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of the date on which such Company SEC Document was filed or will be filed with the SEC, did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of Company and its Subsidiaries (the “Company Balance Sheet”) contained in Company’s Form 10-Q for the quarterly period ended June 30, 2007 and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since June 30, 2007 (the “Company Balance Sheet Date”), neither it Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. reasonably likely to adversely affect Company’s ability to record, process, summarize and report financial data and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal control over financial reporting. Since January 1, 19942004, it Company has duly filed with disclosed any material weakness (as defined by applicable rules under the FRB, Exchange Act) in its internal control over financial reporting and its conclusions regarding the OCC, effectiveness of its disclosure controls and procedures to the FDIC, extent and in the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports manner required to be filed A-14disclosed in the reports that Company files or submits under the Exchange Act.

SEC Documents; Financial Reports; and Regulatory Reports. (i) Its The Company's Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972001 (the "Company 2001 Form 10-K"), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it the Company or any of its Subsidiaries subsequent to December 31, 1995 1996 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "Company SEC Documents"), with the SEC, and all its of the Company SEC Documents filed with the SEC, in the form filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of the Company and any of its Subsidiaries (the "Company Balance Sheet") contained in the Company 2001 Form 10-K and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2001, neither it the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth that, either alone or where combined with all similar liabilities, has had or could have a Material Adverse Effect on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14Company.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its Buyer's Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972006 (the "Buyer 2006 Form 10-K"), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it Buyer or any of its Subsidiaries subsequent to December 31, 1995 2001 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its the "Buyer SEC Documents"), with the SEC, and all its each of the Buyer SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of the date on which such Buyer SEC Document was filed or will be filed with the SEC, did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of Buyer and its Subsidiaries contained in Buyer's Form 10-Q for the quarterly period ended June 30, 2007 and, except for liabilities reflected in Buyer SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since June 30, 2007, neither it Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its BPFH's Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972002 (the "BPFH 2002 Form 10-K"), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it BPFH or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or 2002 under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, its "BPFH SEC Documents"), with the SEC, and all its of BPFH SEC Documents filed with the SEC, in the form filed or to be filed, as of their respective dates (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such BPFH SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present in all material respects the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such BPFH SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present in all material respects the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth in its SEC Documents, neither it nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.

SEC Documents; Financial Reports; and Regulatory Reports. (ia) Its The Company's Annual Report on Form 10-K, as amended through the date hereof, for the fiscal year ended December 31, 19972008 (the "Company 2008 Form 10-K"), and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it the Company or any of its Subsidiaries subsequent to December 31, 1995 2003 under the Securities ActAct (as defined in Section 9.2(a)), or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (as defined in Section 9.2(a)) (collectively, its the "Company SEC Documents"), with the Securities and Exchange Commission ("SEC"), and all its of the Company SEC Documents filed with the SECSEC after the date hereof, in the form filed or to be filed, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP (as defined in Section 9.2(a)) consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth for those liabilities that are fully reflected or reserved against in the most recent consolidated balance sheet of the Company and its Subsidiaries (the "Company Balance Sheet") contained in the Company 2008 Form 10-K and, except for liabilities reflected in Company SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2008, neither it the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto. (ii) Since January 1, 1994, it has duly filed with the FRB, the OCC, the FDIC, the Vermont Bank Commissioner, the Massachusetts Bank Commissioner, the New Hampshire Bank Commissioner and any other applicable Regulatory Authority, as the case may be, in correct form the reports required to be filed A-14.