Common use of SEC Documents; Other Reports; Internal and Disclosure Controls Clause in Contracts

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, with the SEC since December 31, 2000 (the “TD Banknorth SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth SEC Reports complied, and each such TD Banknorth SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth SEC Reports. None of TD Banknorth’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the Sxxxxxxx-Xxxxx Act and no enforcement action has been initiated against TD Banknorth by the SEC relating to disclosures contained in any TD Banknorth SEC Report. (b) TD Banknorth and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth and its Subsidiaries or as set forth in Section 5.5(b) of the TD Banknorth Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD Banknorth, threatened an investigation into the business or operations of TD Banknorth or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the TD Banknorth Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c) of the TD Banknorth Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth and to maintain accountability for TD Banknorth’s assets; (iii) access to TD Banknorth’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD Banknorth’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to TD Banknorth and its Subsidiaries is made known to the management of TD Banknorth by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD Banknorth’s auditors and the audit committee of the TD Banknorth Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD Banknorth’s ability to record, process, summarize and report financial data and have identified for TD Banknorth’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD Banknorth’s internal controls. TD Banknorth has made available to Hxxxxx United a summary of any such disclosure made by management to TD Banknorth’s auditors and the audit committee of the TD Banknorth Board since January 1, 2002. TD Banknorth is in compliance with Section 404 of the Sxxxxxxx-Xxxxx Act in all material respects. (d) Except as set forth in Section 5.5(d) of the TD Banknorth Disclosure Schedule, since July 30, 2002, (x) neither TD Banknorth nor any of its Subsidiaries nor, to the Knowledge of TD Banknorth, any director, officer, employee, auditor, accountant or representative of TD Banknorth or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that TD Banknorth or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth or any of its Subsidiaries, whether or not employed by TD Banknorth or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth or any of its officers, directors, employees or agents to the TD Banknorth Board or any committee thereof or to any director or officer of TD Banknorth.

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth Except as set forth in Section 4.5(a) of the Hxxxxx United Disclosure Schedule, Hxxxxx United has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, with the SEC since December 31, 2000 (the “TD Banknorth Hxxxxx United SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth Hxxxxx United SEC Reports complied, and each such TD Banknorth Hxxxxx United SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There Except as set forth in Section 4.5(a) of the Hxxxxx United Disclosure Schedule, there are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth Hxxxxx United SEC Reports. None of TD BanknorthHxxxxx United’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth Hxxxxx United has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the Sxxxxxxx-Xxxxx Act and no enforcement action has been initiated against TD Banknorth Hxxxxx United by the SEC relating to disclosures contained in any TD Banknorth Hxxxxx United SEC Report. (b) TD Banknorth Hxxxxx United and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth Hxxxxx United and its Subsidiaries or as set forth in Section 5.5(b4.5(b) of the TD Banknorth Hxxxxx United Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD BanknorthHxxxxx United, threatened an investigation into the business or operations of TD Banknorth Hxxxxx United or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b4.5(b) of the TD Banknorth Hxxxxx United Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth Hxxxxx United or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c4.5(c) of the TD Banknorth Hxxxxx United Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth Hxxxxx United and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth Hxxxxx United or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth Hxxxxx United and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth Hxxxxx United and to maintain accountability for TD BanknorthHxxxxx United’s assets; (iii) access to TD BanknorthHxxxxx United’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD BanknorthHxxxxx United’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth Hxxxxx United (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e13a-14(e) and 15d-15(e14d-14(e) of the Exchange Act) to ensure that material information relating to TD Banknorth Hxxxxx United and its Subsidiaries is made known to the management of TD Banknorth Hxxxxx United by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth Hxxxxx United Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD BanknorthHxxxxx United’s auditors and the audit committee of the TD Banknorth Hxxxxx United’s Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD BanknorthHxxxxx United’s ability to record, process, summarize and report financial data and have identified for TD BanknorthHxxxxx United’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD BanknorthHxxxxx United’s internal controls. TD Banknorth Hxxxxx United has made available to Hxxxxx United TD Banknorth a summary of any such disclosure made by management to TD BanknorthHxxxxx United’s auditors and the audit committee of the TD Banknorth Hxxxxx United’s Board since January 1, 2002. TD Banknorth Hxxxxx United is in compliance with Section 404 of the Sxxxxxxx-Xxxxx Act in all material respects. (d) Except as set forth in Section 5.5(d4.5(d) of the TD Banknorth Hxxxxx United Disclosure Schedule, since July 30, 2002, (x) neither TD Banknorth Hxxxxx United nor any of its Subsidiaries nor, to the Knowledge of TD BanknorthHxxxxx United, any director, officer, employee, auditor, accountant or representative of TD Banknorth Hxxxxx United or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth Hxxxxx United or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that TD Banknorth Hxxxxx United or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth Hxxxxx United or any of its Subsidiaries, whether or not employed by TD Banknorth Hxxxxx United or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth Hxxxxx United or any of its officers, directors, employees or agents to the TD Banknorth Hxxxxx United Board or any committee thereof or to any director or officer of TD BanknorthHxxxxx United.

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth State Bancorp has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, required to be filed with the SEC since December 31, 2000 2008 (the “TD Banknorth State Bancorp SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth State Bancorp SEC Reports complied, and each such TD Banknorth State Bancorp SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act, the Exchange Act and the SxxxxxxxXxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth State Bancorp SEC Reports. None of TD BanknorthState Bancorp’s Significant Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth State Bancorp has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and to the knowledge of State Bancorp no enforcement action has been initiated against TD Banknorth State Bancorp by the SEC relating to disclosures contained in any TD Banknorth State Bancorp SEC Report. (b) TD Banknorth State Bancorp and each of its Significant Subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2008 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth State Bancorp and its Significant Subsidiaries or as set forth in Section 5.5(b) of the TD Banknorth State Bancorp Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD BanknorthState Bancorp, threatened an investigation into the business or operations of TD Banknorth State Bancorp or any of its Significant Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the TD Banknorth Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth or any of its Subsidiaries2008. (c) Except as set forth in Section 5.5(c) of the TD Banknorth State Bancorp Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth State Bancorp and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth State Bancorp or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth State Bancorp and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth and to maintain accountability for TD Banknorth’s assets; (iii) access to TD Banknorth’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD Banknorth’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth State Bancorp (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to TD Banknorth State Bancorp and its Subsidiaries is made known to the management of TD Banknorth State Bancorp by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth State Bancorp SEC Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD BanknorthState Bancorp’s auditors and the audit committee of the TD Banknorth State Bancorp’s Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD BanknorthState Bancorp’s ability to record, process, summarize and report financial data and have identified for TD BanknorthState Bancorp’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD BanknorthState Bancorp’s internal controls. TD Banknorth Company’s management has made available to Hxxxxx United a summary of any such disclosure made by management to TD Banknorth’s auditors and the audit committee completed an assessment of the TD Banknorth Board since January 1, 2002. TD Banknorth is effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act in all material respectsfor the year ended December 31, 2010, and such assessment concluded that such controls were effective. (d) Except as set forth in Section 5.5(d) of the TD Banknorth State Bancorp Disclosure Schedule, since July 30January 1, 20022008, (x) neither TD Banknorth State Bancorp nor any of its Subsidiaries nor, to the Knowledge knowledge of TD BanknorthState Bancorp, any director, officer, employee, auditor, accountant member of State Bancorp’s Board of Directors or representative executive officer of TD Banknorth State Bancorp or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth State Bancorp or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that TD Banknorth or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth or any of its Subsidiaries, whether or not employed by TD Banknorth or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth or any of its officers, directors, employees or agents to the TD Banknorth Board or any committee thereof or to any director or officer of TD Banknorth.

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, with the SEC since December 31, 2000 (the “TD Banknorth SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth SEC Reports complied, and each such TD Banknorth SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and the Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (the “Sxxxxxxx-Xxxxx Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth SEC Reports. None of TD Banknorth’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the Sxxxxxxx-Xxxxx Act and no enforcement action has been initiated against TD Banknorth by the SEC relating to disclosures contained in any TD Banknorth SEC Report. (b) TD Banknorth and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth and its Subsidiaries or as set forth in Section 5.5(b3.5(b) of the TD Banknorth Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD Banknorth, threatened an investigation into the business or operations of TD Banknorth or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b3.5(b) of the TD Banknorth Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c3.5(c) of the TD Banknorth Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth and to maintain accountability for TD Banknorth’s assets; (iii) access to TD Banknorth’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD Banknorth’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to TD Banknorth and its Subsidiaries is made known to the management of TD Banknorth by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD Banknorth’s auditors and the audit committee of the TD Banknorth Banknorth’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD Banknorth’s ability to record, process, summarize and report financial data and have identified for TD Banknorth’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD Banknorth’s internal controls. TD Banknorth has made available to Hxxxxx United a summary of any such disclosure made by management to TD Banknorth’s auditors and the audit committee of the TD Banknorth Board since January 1, 2002. TD Banknorth is in compliance with Section 404 of the Sxxxxxxx-Xxxxx Act in all material respects. (d) Except as set forth in Section 5.5(d) of the TD Banknorth Disclosure Schedule, since July 30, 2002, (x) neither TD Banknorth nor any of its Subsidiaries nor, to the Knowledge of TD Banknorth, any director, officer, employee, auditor, accountant or representative of TD Banknorth or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that TD Banknorth or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth or any of its Subsidiaries, whether or not employed by TD Banknorth or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth or any of its officers, directors, employees or agents to the TD Banknorth Board or any committee thereof or to any director or officer of TD Banknorth.internal

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth Valley has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, required to be filed with the SEC since December 31, 2000 2011 (the “TD Banknorth Valley SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth Valley SEC Reports complied, and each such TD Banknorth Valley SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and Act, the SxxxxxxxXxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth Valley SEC Reports. None of TD BanknorthValley’s Significant Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth Valley has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and to the knowledge of Valley no enforcement action has been initiated against TD Banknorth Valley by the SEC relating to disclosures contained in any TD Banknorth Valley SEC Report. (b) TD Banknorth Valley and each of its Significant Subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2011 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth Valley and its Significant Subsidiaries or as set forth in Section 5.5(b) of the TD Banknorth Valley Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD BanknorthValley, threatened an investigation into the business or operations of TD Banknorth Valley or any of its Significant Subsidiaries since December 31, 20002011. Except as set forth in Section 5.5(b) of the TD Banknorth Valley Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth Valley or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c) of the TD Banknorth Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth Valley and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth and to maintain accountability for TD Banknorth’s assets; (iii) access to TD Banknorth’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD Banknorth’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth Valley (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to TD Banknorth Valley and its Subsidiaries is made known to the management of TD Banknorth Valley by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth Valley SEC Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD BanknorthValley’s auditors and the audit committee of the TD Banknorth Valley’s Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD BanknorthValley’s ability to record, process, summarize and report financial data and have identified for TD BanknorthValley’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD BanknorthValley’s internal controls. TD Banknorth Valley’s management has made available to Hxxxxx United a summary of any such disclosure made by management to TD Banknorth’s auditors and the audit committee completed an assessment of the TD Banknorth Board since January 1, 2002. TD Banknorth is effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act in all material respectsfor the year ended December 31, 2013, and such assessment concluded that such controls were effective. (d) Except as set forth in Section 5.5(d) of the TD Banknorth Valley Disclosure Schedule, since July 30January 1, 20022011, (x) neither TD Banknorth Valley nor any of its Subsidiaries nor, to the Knowledge knowledge of TD BanknorthValley, any director, officer, employee, auditor, accountant member of Valley’s Board of Directors or representative executive officer of TD Banknorth Valley or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth Valley or any of its Subsidiaries or their respective internal accounting controls, controls including any material complaint, allegation, assertion or claim that TD Banknorth Valley or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth Valley or any of its Subsidiaries, whether or not employed by TD Banknorth Valley or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth Valley or any of its officers, directors, employees or agents to the TD Banknorth any member of Valley’s Board of Directors or any committee thereof or to any director or executive officer of TD BanknorthValley.

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth Except as set forth in Section 4.5(a) of the Interchange Disclosure Schedule, Interchange has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, with the SEC since December 31, 2000 (the “TD Banknorth Interchange SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth Interchange SEC Reports complied, and each such TD Banknorth Interchange SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There Except as set forth in Section 4.5(a) of the Interchange Disclosure Schedule, there are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth Interchange SEC Reports. None of TD BanknorthInterchange’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth Interchange has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the Sxxxxxxx-Xxxxx Act and no enforcement action has been initiated against TD Banknorth Interchange by the SEC relating to disclosures contained in any TD Banknorth Interchange SEC Report. (b) TD Banknorth Interchange and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth Interchange and its Subsidiaries or as set forth in Section 5.5(b4.5(b) of the TD Banknorth Interchange Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD BanknorthInterchange, threatened an investigation into the business or operations of TD Banknorth Interchange or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b4.5(b) of the TD Banknorth Interchange Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth Interchange or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c4.5(c) of the TD Banknorth Interchange Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth Interchange and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth Interchange or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth Interchange and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth Interchange and to maintain accountability for TD BanknorthInterchange’s assets; (iii) access to TD BanknorthInterchange’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD BanknorthInterchange’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth Interchange (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e13a-14(e) and 15d-15(e14d-14(e) of the Exchange Act) to ensure that material information relating to TD Banknorth Interchange and its Subsidiaries is made known to the management of TD Banknorth Interchange by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth Interchange SEC Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD BanknorthInterchange’s auditors and the audit committee of the TD Banknorth Interchange’s Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD BanknorthInterchange’s ability to record, process, summarize and report financial data and have identified for TD BanknorthInterchange’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD BanknorthInterchange’s internal controls. TD Banknorth Interchange has made available to Hxxxxx United TD Banknorth a summary of any such disclosure made by management to TD BanknorthInterchange’s auditors and the audit committee of the TD Banknorth Interchange’s Board since January 1, 2002. TD Banknorth Interchange is in compliance with Section 404 of the Sxxxxxxx-Xxxxx Act in all material respects. (d) Except as set forth in Section 5.5(d) of the TD Banknorth Disclosure Schedule, since Since July 30, 2002, (x) neither TD Banknorth Interchange nor any of its Subsidiaries nor, to the Knowledge of TD BanknorthInterchange, any director, officer, employee, auditor, accountant or representative of TD Banknorth Interchange or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth Interchange or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that TD Banknorth Interchange or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth Interchange or any of its Subsidiaries, whether or not employed by TD Banknorth Interchange or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth Interchange or any of its officers, directors, employees or agents to the TD Banknorth Interchange Board or any committee thereof or to any director or officer of TD BanknorthInterchange.

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth 1st United has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, required to be filed with the SEC since December 31, 2000 2011 (the “TD Banknorth 1st United SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth 1st United SEC Reports complied, and each such TD Banknorth 1st United SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act, the Exchange Act and the SxxxxxxxXxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth 1st United SEC Reports. None of TD Banknorth1st United’s Significant Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth 1st United has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and to the knowledge of 1st United no enforcement action has been initiated against TD Banknorth 1st United by the SEC relating to disclosures contained in any TD Banknorth 1st United SEC Report. (b) TD Banknorth 1st United and each of its Significant Subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2011 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth 1st United and its Significant Subsidiaries or as set forth in Section 5.5(b) of the TD Banknorth 1st United Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD Banknorth1st United, threatened an investigation into the business or operations of TD Banknorth 1st United or any of its Significant Subsidiaries since December 31, 20002011. Except as set forth in Section 5.5(b) of the TD Banknorth 1st United Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth 1st United or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c) of the TD Banknorth 1st United Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth 1st United and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth 1st United or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth 1st United and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth and to maintain accountability for TD Banknorth’s assets; (iii) access to TD Banknorth’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD Banknorth’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth 1st United (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to TD Banknorth 1st United and its Subsidiaries is made known to the management of TD Banknorth 1st United by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth 1st United SEC Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD Banknorth1st United’s auditors and the audit committee of the TD Banknorth 1st United’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD Banknorth1st United’s ability to record, process, summarize and report financial data and have identified for TD Banknorth1st United’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD Banknorth1st United’s internal controls. TD Banknorth 1st United’s management has made available to Hxxxxx United a summary of any such disclosure made by management to TD Banknorth’s auditors and the audit committee completed an assessment of the TD Banknorth Board since January 1, 2002. TD Banknorth is effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act in all material respectsfor the year ended December 31, 2013, and such assessment concluded that such controls were effective. (d) Except as set forth in Section 5.5(d) of the TD Banknorth 1st United Disclosure Schedule, since July 30January 1, 20022011, (x) neither TD Banknorth 1st United nor any of its Subsidiaries nor, to the Knowledge knowledge of TD Banknorth1st United, any director, officer, employee, auditor, accountant member of 1st United’s Board of Directors or representative executive officer of TD Banknorth 1st United or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth 1st United or any of its Subsidiaries or their respective internal accounting controls, controls including any material complaint, allegation, assertion or claim that TD Banknorth 1st United or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth 1st United or any of its Subsidiaries, whether or not employed by TD Banknorth 1st United or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth 1st United or any of its officers, directors, employees or agents to the TD Banknorth any member of 1st United’s Board of Directors or any committee thereof or to any director or executive officer of TD Banknorth1st United.

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth Greater Community has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, with the SEC since December 31, 2000 2004 (the “TD Banknorth Greater Community SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth Greater Community SEC Reports complied, and each such TD Banknorth Greater Community SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the SxxxxxxxSaxxxxxx-Xxxxx ActXct, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth Greater Community SEC Reports. None of TD BanknorthGreater Community’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth Greater Community has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the SxxxxxxxSaxxxxxx-Xxxxx Act Xct and no enforcement action has been initiated against TD Banknorth Greater Community by the SEC relating to disclosures contained in any TD Banknorth Greater Community SEC Report. (b) TD Banknorth Greater Community and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2004 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth Greater Community and its Subsidiaries or as set forth in Section 5.5(b) of the TD Banknorth Greater Community Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD BanknorthGreater Community, threatened an investigation into the business or operations of TD Banknorth Greater Community or any of its Subsidiaries since December 31, 20002004. Except as set forth in Section 5.5(b) of the TD Banknorth Greater Community Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth Greater Community or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c) of the TD Banknorth Greater Community Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth Greater Community and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth Greater Community or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth Greater Community and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth Greater Community and to maintain accountability for TD BanknorthGreater Community’s assets; (iii) access to TD BanknorthGreater Community’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD BanknorthGreater Community’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth Greater Community (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e13a-14(e) and 15d-15(e14d-14(e) of the Exchange Act) to ensure that material information relating to TD Banknorth Greater Community and its Subsidiaries is made known to the management of TD Banknorth Greater Community by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth Greater Community SEC Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD BanknorthGreater Community’s auditors and the audit committee of the TD Banknorth Greater Community’s Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD BanknorthGreater Community’s ability to record, process, summarize and report financial data and have identified for TD BanknorthGreater Community’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD BanknorthGreater Community’s internal controls. TD Banknorth Greater Community has made available to Hxxxxx United Valley a summary of any such disclosure made by management to TD BanknorthGreater Community’s auditors and the audit committee of the TD Banknorth Greater Community’s Board since January 1, 20022003. TD Banknorth Greater Community is in compliance with Section 404 of the SxxxxxxxSaxxxxxx-Xxxxx Act in all material respectsXct. (d) Except as set forth in Section 5.5(d) of the TD Banknorth Greater Community Disclosure Schedule, since July 30January 1, 20022005, (x) neither TD Banknorth Greater Community nor any of its Subsidiaries nor, to the Knowledge knowledge of TD BanknorthGreater Community, any directormember of Greater Community’s Board of Directors, officer, employee, auditor, accountant executive officer or representative controller of TD Banknorth Greater Community or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth Greater Community or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that TD Banknorth Greater Community or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth Greater Community or any of its Subsidiaries, whether or not employed by TD Banknorth Greater Community or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth Greater Community or any of its officers, directors, employees or agents to the TD Banknorth any member of Greater Community’s Board of Directors or any committee thereof or to any director or executive officer of TD BanknorthGreater Community.

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth Valley has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, required to be filed with the SEC since December 31, 2000 2017 (the “TD Banknorth Valley SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth Valley SEC Reports complied, and each such TD Banknorth Valley SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the Exchange Act and the SxxxxxxxXxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth Valley SEC Reports. None of TD BanknorthValley’s Significant Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth Valley has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and to the knowledge of Valley no enforcement action has been initiated against TD Banknorth Valley by the SEC relating to disclosures contained in any TD Banknorth Valley SEC Report. (b) TD Banknorth Valley and each of its Significant Subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2017 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth and its Subsidiaries or as set forth in Section 5.5(b) of the TD Banknorth Valley Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD BanknorthValley, threatened an investigation into the business or operations of TD Banknorth Valley or any of its Significant Subsidiaries since December 31, 20002016. Except as set forth in Section 5.5(b) of the TD Banknorth Valley Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth Valley or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c) of the TD Banknorth Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth Valley and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of Valley’s financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth and to maintain accountability for TD Banknorth’s assets; (iii) access to TD Banknorth’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD Banknorth’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth Valley (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to TD Banknorth Valley and its Subsidiaries is made known to the management of TD Banknorth Valley by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth Valley SEC Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD BanknorthValley’s auditors and the audit committee of the TD Banknorth Valley’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD BanknorthValley’s ability to record, process, summarize and report financial data and have identified for TD BanknorthValley’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD BanknorthValley’s internal controls. TD Banknorth Valley’s management has made available to Hxxxxx United a summary of any such disclosure made by management to TD Banknorth’s auditors and the audit committee completed an assessment of the TD Banknorth Board since January 1, 2002. TD Banknorth is effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act in all material respectsfor the year ended December 31, 2018, and such assessment concluded that such controls were effective. (d) Except as set forth in Section 5.5(d) of the TD Banknorth Valley Disclosure Schedule, since July 30January 1, 20022018, (x) neither TD Banknorth Valley nor any of its Subsidiaries nor, to the Knowledge knowledge of TD BanknorthValley, any director, officer, employee, auditor, accountant member of Valley’s Board of Directors or representative executive officer of TD Banknorth Valley or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth Valley or any of its Subsidiaries or their respective internal accounting controls, controls including any material complaint, allegation, assertion or claim that TD Banknorth Valley or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth Valley or any of its Subsidiaries, whether or not employed by TD Banknorth Valley or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth Valley or any of its officers, directors, employees or agents to the TD Banknorth any member of Valley’s Board of Directors or any committee thereof or to any director or executive officer of TD BanknorthValley.

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth Valley has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, required to be filed with the SEC since December 31, 2000 2014 (the “TD Banknorth Valley SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth Valley SEC Reports complied, and each such TD Banknorth Valley SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the Exchange Act and the SxxxxxxxXxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth Valley SEC Reports. None of TD BanknorthValley’s Significant Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth Valley has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and to the knowledge of Valley no enforcement action has been initiated against TD Banknorth Valley by the SEC relating to disclosures contained in any TD Banknorth Valley SEC Report. (b) TD Banknorth Valley and each of its Significant Subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2014 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth and its Subsidiaries or as set forth in Section 5.5(b) of the TD Banknorth Valley Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD BanknorthValley, threatened an investigation into the business or operations of TD Banknorth Valley or any of its Significant Subsidiaries since December 31, 20002014. Except as set forth in Section 5.5(b) of the TD Banknorth Valley Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth Valley or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c) of the TD Banknorth Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth Valley and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of Valley’s financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth and to maintain accountability for TD Banknorth’s assets; (iii) access to TD Banknorth’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD Banknorth’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth Valley (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to TD Banknorth Valley and its Subsidiaries is made known to the management of TD Banknorth Valley by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth Valley SEC Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD BanknorthValley’s auditors and the audit committee of the TD Banknorth Valley’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD BanknorthValley’s ability to record, process, summarize and report financial data and have identified for TD BanknorthValley’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD BanknorthValley’s internal controls. TD Banknorth Valley’s management has made available to Hxxxxx United a summary of any such disclosure made by management to TD Banknorth’s auditors and the audit committee completed an assessment of the TD Banknorth Board since January 1, 2002. TD Banknorth is effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act in all material respectsfor the year ended December 31, 2016, and such assessment concluded that such controls were effective. (d) Except as set forth in Section 5.5(d) of the TD Banknorth Valley Disclosure Schedule, since July 30January 1, 20022014, (x) neither TD Banknorth Valley nor any of its Subsidiaries nor, to the Knowledge knowledge of TD BanknorthValley, any director, officer, employee, auditor, accountant member of Valley’s Board of Directors or representative executive officer of TD Banknorth Valley or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth Valley or any of its Subsidiaries or their respective internal accounting controls, controls including any material complaint, allegation, assertion or claim that TD Banknorth Valley or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth Valley or any of its Subsidiaries, whether or not employed by TD Banknorth Valley or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth Valley or any of its officers, directors, employees or agents to the TD Banknorth any member of Valley’s Board of Directors or any committee thereof or to any director or executive officer of TD BanknorthValley.

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth Valley has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, required to be filed with the SEC since December 31, 2000 2012 (the “TD Banknorth Valley SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth Valley SEC Reports complied, and each such TD Banknorth Valley SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and Act, the SxxxxxxxXxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth Valley SEC Reports. None of TD BanknorthValley’s Significant Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth Valley has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and to the knowledge of Valley no enforcement action has been initiated against TD Banknorth Valley by the SEC relating to disclosures contained in any TD Banknorth Valley SEC Report. (b) TD Banknorth Valley and each of its Significant Subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2012 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth and its Subsidiaries or as set forth in Section 5.5(b) of the TD Banknorth Valley Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD BanknorthValley, threatened an investigation into the business or operations of TD Banknorth Valley or any of its Significant Subsidiaries since December 31, 20002012. Except as set forth in Section 5.5(b) of the TD Banknorth Valley Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth Valley or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c) of the TD Banknorth Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth Valley and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth and to maintain accountability for TD Banknorth’s assets; (iii) access to TD Banknorth’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD Banknorth’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth Valley (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to TD Banknorth Valley and its Subsidiaries is made known to the management of TD Banknorth Valley by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth Valley SEC Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD BanknorthValley’s auditors and the audit committee of the TD Banknorth Valley’s Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD BanknorthValley’s ability to record, process, summarize and report financial data and have identified for TD BanknorthValley’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD BanknorthValley’s internal controls. TD Banknorth Valley’s management has made available to Hxxxxx United a summary of any such disclosure made by management to TD Banknorth’s auditors and the audit committee completed an assessment of the TD Banknorth Board since January 1, 2002. TD Banknorth is effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act in all material respectsfor the year ended December 31, 2014, and such assessment concluded that such controls were effective. (d) Except as set forth in Section 5.5(d) of the TD Banknorth Valley Disclosure Schedule, since July 30January 1, 20022012, (x) neither TD Banknorth Valley nor any of its Subsidiaries nor, to the Knowledge knowledge of TD BanknorthValley, any director, officer, employee, auditor, accountant member of Valley’s Board of Directors or representative executive officer of TD Banknorth Valley or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth Valley or any of its Subsidiaries or their respective internal accounting controls, controls including any material complaint, allegation, assertion or claim that TD Banknorth Valley or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth Valley or any of its Subsidiaries, whether or not employed by TD Banknorth Valley or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth Valley or any of its officers, directors, employees or agents to the TD Banknorth any member of Valley’s Board of Directors or any committee thereof or to any director or executive officer of TD BanknorthValley.

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth Greater Community has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, with the SEC since December 31, 2000 2004 (the “TD Banknorth Greater Community SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth Greater Community SEC Reports complied, and each such TD Banknorth Greater Community SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth Greater Community SEC Reports. None of TD BanknorthGreater Community’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth Greater Community has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the Sxxxxxxx-Xxxxx Act and no enforcement action has been initiated against TD Banknorth Greater Community by the SEC relating to disclosures contained in any TD Banknorth Greater Community SEC Report. (b) TD Banknorth Greater Community and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2004 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth Greater Community and its Subsidiaries or as set forth in Section 5.5(b) of the TD Banknorth Greater Community Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of TD BanknorthGreater Community, threatened an investigation into the business or operations of TD Banknorth Greater Community or any of its Subsidiaries since December 31, 20002004. Except as set forth in Section 5.5(b) of the TD Banknorth Greater Community Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth Greater Community or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c) of the TD Banknorth Greater Community Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth Greater Community and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth Greater Community or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth Greater Community and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth Greater Community and to maintain accountability for TD BanknorthGreater Community’s assets; (iii) access to TD BanknorthGreater Community’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD BanknorthGreater Community’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth Greater Community (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e13a-14(e) and 15d-15(e14d-14(e) of the Exchange Act) to ensure that material information relating to TD Banknorth Greater Community and its Subsidiaries is made known to the management of TD Banknorth Greater Community by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth Greater Community SEC Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD BanknorthGreater Community’s auditors and the audit committee of the TD Banknorth Greater Community’s Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD BanknorthGreater Community’s ability to record, process, summarize and report financial data and have identified for TD BanknorthGreater Community’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD BanknorthGreater Community’s internal controls. TD Banknorth Greater Community has made available to Hxxxxx United Valley a summary of any such disclosure made by management to TD BanknorthGreater Community’s auditors and the audit committee of the TD Banknorth Greater Community’s Board since January 1, 20022003. TD Banknorth Greater Community is in compliance with Section 404 of the Sxxxxxxx-Xxxxx Act in all material respectsAct. (d) Except as set forth in Section 5.5(d) of the TD Banknorth Greater Community Disclosure Schedule, since July 30January 1, 20022005, (x) neither TD Banknorth Greater Community nor any of its Subsidiaries nor, to the Knowledge knowledge of TD BanknorthGreater Community, any directormember of Greater Community’s Board of Directors, officer, employee, auditor, accountant executive officer or representative controller of TD Banknorth Greater Community or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth Greater Community or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that TD Banknorth Greater Community or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth Greater Community or any of its Subsidiaries, whether or not employed by TD Banknorth Greater Community or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth Greater Community or any of its officers, directors, employees or agents to the TD Banknorth any member of Greater Community’s Board of Directors or any committee thereof or to any director or executive officer of TD BanknorthGreater Community.

SEC Documents; Other Reports; Internal and Disclosure Controls. (a) TD Banknorth Valley has filed on a timely basis all required reports, schedules, registration statements and other documents, together with amendments thereto, required to be filed with the SEC since December 31January 1, 2000 2018 (the “TD Banknorth Valley SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Banknorth Valley SEC Reports complied, and each such TD Banknorth Valley SEC Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and Act, the SxxxxxxxXxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the TD Banknorth Valley SEC Reports. None of TD BanknorthValley’s Significant Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD Banknorth Valley has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and to the knowledge of Valley no enforcement action has been initiated against TD Banknorth Valley by the SEC relating to disclosures contained in any TD Banknorth Valley SEC Report. (b) TD Banknorth Valley and each of its Significant Subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2000 2018 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD Banknorth and its Subsidiaries or as set forth in Section 5.5(b) of the TD Banknorth Disclosure Schedule, no No Governmental Entity has initiated any proceeding or, to the best knowledge of TD BanknorthValley, threatened an investigation into the business or operations of TD Banknorth Valley or any of its Significant Subsidiaries since December 31January 1, 20002018. Except as set forth in Section 5.5(b) of the TD Banknorth Disclosure Schedule, there There is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD Banknorth Valley or any of its Subsidiaries. (c) Except as set forth in Section 5.5(c) of the TD Banknorth Disclosure Schedule, the records, systems, controls, data and information of TD Banknorth and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD Banknorth or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD Banknorth Valley and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD Banknorth and to maintain accountability for TD Banknorth’s assets; (iii) access to TD Banknorth’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD Banknorth’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD Banknorth Valley (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to TD Banknorth Valley and its Subsidiaries is made known to the management of TD Banknorth Valley by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Banknorth Valley SEC Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD BanknorthValley’s auditors and the audit committee of the TD Banknorth Valley’s Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD BanknorthValley’s ability to record, process, summarize and report financial data and have identified for TD BanknorthValley’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD BanknorthValley’s internal controls. TD Banknorth Valley’s management has made available to Hxxxxx United a summary of any such disclosure made by management to TD Banknorth’s auditors and the audit committee completed an assessment of the TD Banknorth Board since January 1, 2002. TD Banknorth is effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act in all material respectsfor the year ended December 31, 2020, and such assessment concluded that such controls were effective. (d) Except as set forth in Section 5.5(d) of the TD Banknorth Disclosure ScheduleSince January 1, since July 302018, 2002, (x) neither TD Banknorth Valley nor any of its Subsidiaries nor, to the Knowledge knowledge of TD BanknorthValley, any director, officer, employee, auditor, accountant member of Valley’s Board of Directors or representative executive officer of TD Banknorth Valley or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD Banknorth Valley or any of its Subsidiaries or their respective internal accounting controls, controls including any material complaint, allegation, assertion or claim that TD Banknorth Valley or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing TD Banknorth Valley or any of its Subsidiaries, whether or not employed by TD Banknorth Valley or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD Banknorth Valley or any of its officers, directors, employees or agents to the TD Banknorth any member of Valley’s Board of Directors or any committee thereof or to any director or executive officer of TD BanknorthValley.