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

SEC Documents; Other Reports; Internal Controls. (a) NBC has filed all required reports, schedules, registration statements and other documents with the SEC since December 31, 2000 (the “NBC 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 As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the NBC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Reports, and none of the NBC Reports when filed contained any untrue statement of a material fact or omitted 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 NBC Reports. None of NBC’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC 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 NBC and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBC, threatened an investigation into the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the NBC 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, NBC or any of its Subsidiaries. (c) The records, systems, controls, data and information of NBC 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 NBC 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. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC 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 in accordance with GAAP.

SEC Documents; Other Reports; Internal Controls. (a) NBC Cadence has filed all required reports, forms, schedules, registration statements and other documents with the SEC Securities and Exchange Commission (the “SEC”) since December 31, 2000 2007 (the “NBC Cadence Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Cadence Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Cadence Reports, and none of the NBC Cadence Reports when filed with the SEC, or, if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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. Cadence has made available to Trustmark true, correct and complete copies of all written correspondence between the SEC and Cadence and any of its Subsidiaries occurring since December 31, 2007 and prior to the date of this Agreement other than those publicly available from the SEC. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Cadence Reports. None of NBCCadence’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Cadence has disclosed, based on its most recent evaluation prior to the date hereof, to Cadence’s auditors and each the audit committee of its Subsidiaries have timely filed all reportsCadence’s board of directors and on Disclosure Schedule 2.5(b) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Cadence’s ability to record, registrations process, summarize and statementsreport financial information and (ii) any fraud, together with any amendments required to be made with respect theretowhether or not material, that they were required to file since December 31, 2000 with any Governmental Entity (involves management or other than the SEC) and employees who have paid all fees and assessments due and payable a significant role in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of NBC and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBC, threatened an investigation into the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the NBC 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, NBC or any of its SubsidiariesCadence’s internal controls over financial reporting. (c) The Except as set forth on Disclosure Schedule 2.5(c), the records, systems, controls, data and information of NBC Cadence 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 NBC Cadence 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. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Cadence 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 generally accepted accounting principles (“GAAP”). (d) Cadence has designed and implemented 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 Cadence and its Subsidiaries is made known to the management of Cadence 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 Cadence Reports.

SEC Documents; Other Reports; Internal Controls. (a) NBC Since January 1, 2019, the Company has timely filed or furnished all required reports, forms, schedules, exhibits, certifications, registration statements and other documents required to be filed or furnished by it with the SEC including all exhibits thereto and information incorporated by reference therein (such documents and any other documents filed or furnished by the Company with the SEC, as have been supplemented, modified or amended since December 31the time of filing, 2000 (collectively the “NBC Company 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 NBC Company Reports complied in all material respects with the requirements of the Securities Act or of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed contained any untrue statement of a material fact or omitted 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 Since January 1, 2019, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. The Company has made available to Parent true and complete copies of all comment letters and any other material written correspondence between the SEC, on the one hand, and the Company or any of the Company’s Subsidiaries, on the other hand, since January 1, 2019 and prior to the date hereof. As of the date hereof, there are no outstanding comments from or unresolved issues raised by comments in a comment letter received from the SEC staff with respect to any Company Report and, to the knowledge of the NBC ReportsCompany, none of the Company Reports is the subject of any ongoing review by the SEC. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company has established and each of its Subsidiaries have timely filed all reports, registrations maintained disclosure controls 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 procedures (other than the SECas defined in Rules 13a-15(e) 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 NBC and its Subsidiaries or as set forth in Section 5.5(b15d-15(e) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, Exchange Act) that are reasonably designed to ensure (i) the knowledge maintenance of NBC, threatened an investigation into records that in reasonable detail accurately and fairly reflect the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) transactions and dispositions of the NBC 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, NBC or any assets of the Company and its Subsidiaries. , (cii) The records, systems, controls, data that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and information that receipts and expenditures of NBC the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board, (iii) the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries, (iv) that all material information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, storedprocessed, maintained summarized and operated under means reported within the time periods specified by the SEC’s rules and forms and (including any electronic, mechanical or photographic process, whether computerized or notv) that are under such material information is accumulated and communicated to the exclusive ownership and direct control of NBC 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 Company’s management as appropriate to have a materially adverse effect on the system of internal accounting controls described in the following sentence. As allow timely decisions regarding required disclosure and to make the extent described certifications required pursuant to Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in the NBC Reports filed compliance with the SEC prior to requirements of Section 404 of the date hereofXxxxxxxx-Xxxxx Act for the fiscal year ended December 31, NBC 2020, and its Subsidiaries have devised such assessment concluded that such system was effective. The Company’s independent registered public accountant has issued (and maintain not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2020. The Company has designed and maintains a system of internal accounting controls sufficient control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurances regarding the reliability of financial reporting for the Company. Neither the Company nor any of the Company’s Subsidiaries, nor, to the knowledge of the Company, any Representative of the Company or any of its Subsidiaries, has received in writing any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in accounting practices in violation of applicable Law. Each of the Chief Executive Officer of the Company and the preparation Chief Financial Officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company Reports, and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. Since January 1, 2021, to the knowledge of the Company, no events, facts or circumstances have occurred such that management of the Company would not be able to complete its assessment of the effectiveness of the Company’s internal control over financial statements reporting in accordance compliance with GAAPthe requirements of Section 404 of the Xxxxxxxx-Xxxxx Act, and conclude, after such assessment, that such system was effective. Since January 1, 2019, the principal executive officer and principal financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company Reports.

SEC Documents; Other Reports; Internal Controls. (a) NBC Company has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31September 30, 2000 2010 (the “NBC Company Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Company Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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. Company has made available to Buyer true, correct and complete copies of all written correspondence between the SEC and Company and any of its Subsidiaries occurring since September 30, 2010 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Company Reports. None of NBCCompany’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Company and each of its Subsidiaries have timely filed all reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31September 30, 2000 2010 with any Governmental Entity Authority (other than the SECCompany Reports) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Company and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Company that it has initiated any proceeding or, to the knowledge Knowledge of NBCCompany, threatened an investigation into the business or operations of NBC Company or any of its Subsidiaries since December 31September 30, 20002010. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Company or any of its Subsidiaries. (c) Company has disclosed, based on its most recent evaluation prior to the date hereof, to Company’s auditors and the audit committee of Company’s board of directors, and has listed in Company Disclosure Schedule 3.08(c) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Company 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 NBC Company 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 Material Adverse Effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) Company has designed, implemented and maintained 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 Company and its Subsidiaries is made known to the management of Company 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 Company Reports. (f) Since September 30, 2010, (x) neither Company nor any of its Subsidiaries nor, to the Knowledge of Company, any director, officer, employee, auditor, accountant or representative of Company 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 Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Company or any of its Subsidiaries, whether or not employed by Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Company or any of its officers, directors, employees or agents to the board of directors of Company or any committee thereof or to any director or officer of Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC Acquiror has filed or furnished all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2007 (the “NBC Acquiror Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Acquiror Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Acquiror Reports, and none of the NBC Acquiror Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 SEC, as applicable, with respect to any of the NBC Acquiror Reports. None of NBCAcquiror’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Acquiror and each of its Significant Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2007 with any Governmental Entity (other than the SECAcquiror Reports) 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 NBC Acquiror and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSignificant Subsidiaries, no Governmental Entity has notified Acquiror that it has initiated any proceeding or, to the knowledge of NBCAcquiror, threatened an investigation into the business or operations of NBC Acquiror or any of its Significant Subsidiaries since December 31, 2000. Except as set forth 2007 that would reasonably be expected to have, individually or in Section 5.5(b) of the NBC Disclosure Scheduleaggregate, 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, NBC or any of its Subsidiariesa Material Adverse Effect on Acquiror. (c) Acquiror has disclosed, based on its most recent evaluation prior to the date hereof, to Acquiror’s auditors and the audit committee of Acquiror’s board of directors and in Section 5.5(c) of the Acquiror Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Acquiror’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Acquiror’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Acquiror 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 NBC Acquiror 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Acquiror 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 in accordance with GAAP. (e) Acquiror has designed, implemented and maintained 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 Acquiror and its Subsidiaries is made known to the management of Acquiror 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 Acquiror Reports. (f) Since December 31, 2007, (x) neither Acquiror nor any of its Subsidiaries nor, to the knowledge of Acquiror, any director, officer, employee, auditor, accountant or representative of Acquiror 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 Acquiror or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Acquiror or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Acquiror or any of its Subsidiaries, whether or not employed by Acquiror or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Acquiror or any of its officers, directors, employees or agents to the board of directors of Acquiror or any committee thereof or to any director or officer of Acquiror.

SEC Documents; Other Reports; Internal Controls. (a) NBC Buyer has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2009 (the “NBC Buyer Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Buyer Reports, and none of the NBC Buyer Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 SEC, as applicable, with respect to any of the NBC Buyer Reports. None of NBCBuyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Buyer and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2009 with any Governmental Entity Authority (other than the SECBuyer Reports) and have paid all fees and assessments due and payable in connection therewith. Except for as set forth in the Buyer Disclosure Schedule 4.06(b) and except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Buyer and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Buyer that it has initiated any proceeding or, to the knowledge of NBCBuyer, threatened an investigation into the business or operations of NBC Buyer or any of its Subsidiaries since December 31, 20002007 which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Buyer or any of its Subsidiaries. (c) Buyer has disclosed, based on its most recent evaluation prior to the date hereof, to Buyer’s auditors and the audit committee of Buyer’s board of directors and in the Buyer Disclosure Schedule 4.06(c) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Buyer’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Buyer 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 NBC Buyer 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Buyer 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 in accordance with GAAP. (e) Buyer has designed, implemented and maintained 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 Buyer and its Subsidiaries is made known to the management of Buyer 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 Buyer Reports. (f) Since December 31, 2009, (x) neither Buyer nor any of its Subsidiaries nor, to the knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of Buyer 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 Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors, employees or agents to the board of directors of Buyer or any committee thereof or to any director or officer of Buyer.

SEC Documents; Other Reports; Internal Controls. (a) NBC Parent has filed all required reports, schedules, registration statements and other documents with the SEC since December 31, 2000 (the “NBC Parent 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 NBC Parent Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Parent Reports, and none of the NBC Parent Reports when filed contained any untrue statement of a material fact or omitted 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 NBC Parent Reports. None of NBCParent’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Parent 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 NBC Parent and its Subsidiaries or as set forth in Section 5.5(b4.5(b) of the NBC Parent Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBCParent, threatened an investigation into the business or operations of NBC Parent or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b4.5(b) of the NBC Parent 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, NBC Parent or any of its Subsidiaries. (c) The records, systems, controls, data and information of NBC Parent and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of NBC Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Parent Reports filed with the SEC prior to the date hereof, NBC Parent 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 in accordance with GAAP.

SEC Documents; Other Reports; Internal Controls. (a) NBC Seasons has filed all required reports, schedules, registration statements and other documents with the SEC since December 31, 2000 (the “NBC Seasons Reports”). As Except as set forth in Section 4.5 of the Seasons Disclosure Schedule, 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 NBC Seasons Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Seasons Reports, and none of the NBC Seasons Reports when filed contained any untrue statement of a material fact or omitted 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 , and there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Seasons Reports. None of NBC’s Seasons’ Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Seasons 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 NBC Seasons and its Subsidiaries or as set forth in Section 5.5(b4.5(b) of the NBC Seasons Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBCSeasons, threatened an investigation into the business or operations of NBC Seasons or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b4.5(b) of the NBC Seasons 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, NBC Seasons or any of its Subsidiaries. (c) The records, systems, controls, data and information of NBC Seasons 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 NBC Seasons 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. As and to the extent described in the NBC Seasons Reports filed with the SEC prior to the date hereof, NBC Seasons 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 in accordance with GAAP.

SEC Documents; Other Reports; Internal Controls. (a) NBC Seasons has filed all required reports, schedules, registration statements and other documents with the SEC since December 31, 2000 (the “NBC Seasons Reports”). As Except as set forth in Section 3.5 of the Seasons Disclosure Schedule, 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 NBC Seasons Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Seasons Reports, and none of the NBC Seasons Reports when filed contained any untrue statement of a material fact or omitted 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 , and there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Seasons Reports. None of NBC’s Seasons’ Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Seasons 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 NBC Seasons and its Subsidiaries or as set forth in Section 5.5(b3.5(b) of the NBC Seasons Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBCSeasons, threatened an investigation into the business or operations of NBC Seasons or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b3.5(b) of the NBC Seasons 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, NBC Seasons or any of its Subsidiaries. (c) The records, systems, controls, data and information of NBC Seasons 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 NBC Seasons 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. As and to the extent described in the NBC Seasons Reports filed with the SEC prior to the date hereof, NBC Seasons 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 in accordance with GAAP.

SEC Documents; Other Reports; Internal Controls. (a) NBC Trustmark has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2007 (the “NBC ‘‘the Trustmark Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC The Trustmark Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Trustmark Reports, and none of the NBC Trustmark Reports when filed with the SEC, or, if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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. Trustmark has made available to Cadence true, correct and complete copies of all written correspondence between the SEC and Trustmark and any of its Subsidiaries occurring since December 31, 2007 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Trustmark Reports. None of NBCTrustmark’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Trustmark has disclosed, based on its most recent evaluation prior to the date hereof, to Trustmark’s auditors and each the audit committee of its Subsidiaries have timely filed all reportsTrustmark’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Trustmark’s ability to record, registrations process, summarize and statementsreport financial information and (ii) any fraud, together with any amendments required to be made with respect theretowhether or not material, that they were required to file since December 31, 2000 with any Governmental Entity (involves management or other than the SEC) and employees who have paid all fees and assessments due and payable a significant role in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of NBC and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBC, threatened an investigation into the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the NBC 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, NBC or any of its SubsidiariesTrustmark’s internal controls over financial reporting. (c) The records, systems, controls, data and information of NBC Trustmark 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 NBC Trustmark 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Trustmark 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 GAAP. (d) Trustmark has designed and implemented 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 Trustmark and its Subsidiaries is made known to the management of Trustmark 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 Trustmark Reports.

SEC Documents; Other Reports; Internal Controls. (a) NBC SIB has filed all required reports, schedules, registration statements and other documents with the SEC since December 31, 2000 (the “NBC "SIB Reports”"). As Except as set forth in Section 4.5 of the SIB Disclosure Schedule, 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 NBC SIB Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC SIB Reports, and none of the NBC SIB Reports when filed contained any untrue statement of a material fact or omitted 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 , and there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC SIB Reports. None of NBC’s SIB's Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC SIB 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 NBC SIB and its Subsidiaries or as set forth in Section 5.5(b4.5(b) of the NBC SIB Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBCSIB, threatened an investigation into the business or operations of NBC SIB or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b4.5(b) of the NBC SIB 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, NBC SIB or any of its Subsidiaries. (c) The records, systems, controls, data and information of NBC SIB 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 NBC SIB 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. As and to the extent described in the NBC SIB Reports filed with the SEC prior to the date hereof, NBC SIB 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 in accordance with GAAP.

SEC Documents; Other Reports; Internal Controls. (a) NBC The Company has filed or furnished all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2007 (the “NBC Company Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Company Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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. The Company has made available to Acquiror true, correct and complete copies of all written correspondence between the SEC and the Company and any of its Subsidiaries relating to the Company Reports occurring since January 1, 2009 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Company Reports. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company and each of its Subsidiaries have timely filed all reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2007 with any Governmental Entity (other than the SECCompany Reports) 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 NBC the Company and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity has notified the Company that it has initiated any proceeding or, to the knowledge of NBCthe Company, threatened an investigation into the business or operations of NBC the Company or any of its Subsidiaries since December 31, 20002007. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity of, NBC the Company or any of its Subsidiaries. (c) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors and in Section 4.5(c) of the Company Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC the Company 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 NBC the Company 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) The Company has designed, implemented and maintained 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 the Company and its Subsidiaries is (i) recorded, processed, summarized and reported within the time frames specified in the rules and forms of the SEC and (ii) accumulated and communicated to the management of the Company 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 Company Reports. (f) Since December 31, 2007, (x) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company 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 the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the board of directors of the Company or any committee thereof or to any director or officer of the Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC Buyer has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2008 (the “NBC Buyer Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Buyer Reports, and none of the NBC Buyer Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 SEC, as applicable, with respect to any of the NBC Buyer Reports. The Company has made available to Buyer true, correct and complete copies of all written correspondence between the SEC and the Company and any of its Subsidiaries occurring since December 31, 2009 and prior to the date of this Agreement. None of NBCBuyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Buyer and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, 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 Authority (other than the SECBuyer Reports) and have paid all fees and assessments due and payable in connection therewith. Except for as set forth in the Buyer Disclosure Schedule 4.06(b) and except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Buyer and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Buyer that it has initiated any proceeding or, to the knowledge of NBCBuyer, threatened an investigation into the business or operations of NBC Buyer or any of its Subsidiaries since December 31, 20002007 which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Buyer or any of its SubsidiariesSubsidiaries which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer. (c) Buyer has disclosed, based on its most recent evaluation prior to the date hereof, to Buyer’s auditors and the audit committee of Buyer’s board of directors and in the Buyer Disclosure Schedule 4.06(c) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Buyer’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Buyer 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 NBC Buyer 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Buyer 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 in accordance with GAAP. (e) Buyer has designed, implemented and maintained 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 Buyer and its Subsidiaries is made known to the management of Buyer 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 Buyer Reports. (f) Since December 31, 2008, (x) neither Buyer nor any of its Subsidiaries nor, to the knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of Buyer 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 Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors, employees or agents to the board of directors of Buyer or any committee thereof or to any director or officer of Buyer.

SEC Documents; Other Reports; Internal Controls. (a) NBC The Company has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2007 (the “NBC Company Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Company Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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. The Company has made available to Acquiror true, correct and complete copies of all written correspondence between the SEC and the Company and any of its Subsidiaries occurring since January 1, 2008 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Company Reports. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company and each of its Subsidiaries have timely filed all reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2007 with any Governmental Entity (other than the SECCompany Reports) 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 NBC the Company and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity has notified the Company that it has initiated any proceeding or, to the knowledge of NBCthe Company, threatened an investigation into the business or operations of NBC the Company or any of its Subsidiaries since December 31, 20002007. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity of, NBC the Company or any of its Subsidiaries. (c) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors and in Section 4.5(c) of the Company Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC the Company 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 NBC the Company 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) The Company has designed, implemented and maintained 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 the Company and its Subsidiaries is made known to the management of the Company 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 Company Reports. (f) Since December 31, 2007, (x) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company 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 the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the board of directors of the Company or any committee thereof or to any director or officer of the Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC Company has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31April 30, 2000 2009 (the “NBC Company Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Company Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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. Company has made available to Buyer true, correct and complete copies of all written correspondence between the SEC and Company and any of its Subsidiaries occurring since May 1, 2009 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Company Reports. None of NBCCompany’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Company and each of its Subsidiaries have timely filed all reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31April 30, 2000 2009 with any Governmental Entity Authority (other than the SECCompany Reports) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Company and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Company that it has initiated any proceeding or, to the knowledge Knowledge of NBCCompany, threatened an investigation into the business or operations of NBC Company or any of its Subsidiaries since December 31April 30, 20002009. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Company or any of its Subsidiaries. (c) Company has disclosed, based on its most recent evaluation prior to the date hereof, to Company’s auditors and the audit committee of Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Company 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 NBC Company 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) Company has designed, implemented and maintained 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 Company and its Subsidiaries is made known to the management of Company 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 Company Reports. (f) Since April 30, 2009, (x) neither Company nor any of its Subsidiaries nor, to the Knowledge of Company, any director, officer, employee, auditor, accountant or representative of Company 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 Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Company or any of its Subsidiaries, whether or not employed by Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Company or any of its officers, directors, employees or agents to the board of directors of Company or any committee thereof or to any director or officer of Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC Acquiror has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2007 (the “NBC Acquiror Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Acquiror Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Acquiror Reports, and none of the NBC Acquiror Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 SEC, as applicable, with respect to any of the NBC Acquiror Reports. None of NBCAcquiror’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Acquiror and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2007 with any Governmental Entity (other than the SECAcquiror Reports) and have paid all fees and assessments due and payable in connection therewith. Except for as set forth in Section 5.5(b) of the Acquiror Disclosure Letter and except for normal examinations conducted by a Governmental Entity in the regular course of the business of NBC Acquiror and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity has notified Acquiror that it has initiated any proceeding or, to the knowledge of NBCAcquiror, threatened an investigation into the business or operations of NBC Acquiror or any of its Subsidiaries since December 31, 20002007 which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Acquiror. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity of, NBC Acquiror or any of its Subsidiaries. (c) Acquiror has disclosed, based on its most recent evaluation prior to the date hereof, to Acquiror’s auditors and the audit committee of Acquiror’s board of directors and in Section 5.5(c) of the Acquiror Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Acquiror’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Acquiror’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Acquiror 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 NBC Acquiror 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Acquiror 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 in accordance with GAAP. (e) Acquiror has designed, implemented and maintained 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 Acquiror and its Subsidiaries is made known to the management of Acquiror 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 Acquiror Reports. (f) Since December 31, 2007, (x) neither Acquiror nor any of its Subsidiaries nor, to the knowledge of Acquiror, any director, officer, employee, auditor, accountant or representative of Acquiror 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 Acquiror or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Acquiror or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Acquiror or any of its Subsidiaries, whether or not employed by Acquiror or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Acquiror or any of its officers, directors, employees or agents to the board of directors of Acquiror or any committee thereof or to any director or officer of Acquiror.

SEC Documents; Other Reports; Internal Controls. (a) NBC Buyer has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2017 (the “NBC Buyer Reports”)) and has paid all associated fees and assessments due and payable. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereoffiling, as of the date of such that subsequent filing), the NBC Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Buyer Reports, and none of the NBC Buyer Reports when filed with the SEC, and if amended, as of the date of the amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereinstatements, 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 SEC, as applicable, with respect to any of the NBC Buyer Reports. None of NBCBuyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Buyer and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect theretoamendments, that they were required to file since December 31, 2000 2017 with any Governmental Entity Authority (other than the SECBuyer Reports) and have paid all fees and assessments due and payable in connection therewithpayable. Except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Buyer and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Buyer that it has initiated any proceeding or, to the knowledge of NBCBuyer’s Knowledge, threatened an investigation into the business or operations of NBC Buyer or any of its Subsidiaries since December 31, 20002017. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Buyer or any of its Subsidiaries. Buyer Disclosure Schedule 4.06(b) lists all examinations of Buyer Bank conducted by the Massachusetts Commissioner of Banks and the FDIC, and all examinations of Buyer conducted by the FRB, since January 1, 2017 and the dates of any responses thereto submitted by Buyer Bank and Buyer, respectively. Notwithstanding the foregoing, nothing in this Section 4.06(b) or this Agreement shall require Buyer to provide Company with any confidential regulatory supervisory information of Buyer Bank or Buyer. (c) Based on its most recent evaluation prior to the date of this Agreement, Buyer has not had to disclose to Buyer’s outside auditors and the audit committee of Buyer’s board of directors (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect Buyer’s ability to record, process, summarize, and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. (d) The records, systems, controls, data data, and information of NBC Buyer and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical mechanical, or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of NBC Buyer or its Subsidiaries or accountants (including all means of access thereto and therefromto them), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect Material Adverse Effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Buyer and its Subsidiaries have devised and maintained and currently maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) Buyer has designed, implemented, and has maintained and currently maintains disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) to ensure that material information relating to Buyer and its Subsidiaries is made known to the management of Buyer 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 Buyer Reports. (f) Since December 31, 2017, (x) neither Buyer nor any of its Subsidiaries nor, to Buyer’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Buyer or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies, or methods of Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duties, or similar violation by Buyer or any of its officers, directors, employees, or agents to the board of directors of Buyer or any committee of the board of directors or to any director or officer of Buyer.

SEC Documents; Other Reports; Internal Controls. (a) NBC Buyer has filed with or otherwise furnished to (as applicable) the SEC all required reports, forms, schedules, registration statements and other documents with required to be filed or furnished by it under the SEC Exchange Act or the Securities Act since December 31August 10, 2000 2020 (the “NBC Buyer Reports”), and, to the Knowledge of Buyer, has paid all associated fees and assessments due and payable. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereoffiling, as of the date of such that subsequent filing), the NBC Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Buyer Reports, including all applicable accounting requirements, and none of the NBC Buyer Reports when filed with the SEC, and if amended, as of the date of the amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereinstatements, 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 SEC, as applicable, with respect to any of the NBC Buyer Reports. None of NBCBuyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Buyer and each of its Subsidiaries have timely filed all reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect theretoamendments, that they were required to file since December 31, 2000 2019 with any Governmental Entity Authority (other than the SECBuyer Reports) and have paid all fees and assessments due and payable in connection therewithwith any filings Buyer was required to make. Except for normal examinations conducted by a Governmental Entity Authority in the regular ordinary course of the business of NBC Buyer and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Buyer that it has initiated any proceeding or, to the knowledge of NBCBuyer’s Knowledge, threatened an any investigation into the business or operations of NBC Buyer or any of its Subsidiaries since December 31, 20002019. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, form, schedule, registration statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Buyer or any of its Subsidiaries. Buyer has made available to Company a list of all examinations of Buyer Bank conducted by the Commissioner and the FDIC, and all examinations of Buyer conducted by the FRB, since December 31, 2019 and the dates of any responses thereto submitted by Buyer Bank and Buyer, respectively. Notwithstanding the foregoing, nothing in this Section 4.08(b) or this Agreement shall require Buyer to provide Company with any confidential regulatory supervisory information of Buyer Bank or Buyer. (c) Based on its most recent evaluation prior to the date of this Agreement, Xxxxx has not had to disclose to Buyer’s outside auditors and the audit committee of Buyer’s board of directors (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably expected to adversely affect in any material respect Buyer’s ability to record, process, summarize, and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Xxxxx’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Buyer 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 NBC Buyer or its Subsidiaries or accountants (including all means of access thereto and therefromto them), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect Material Adverse Effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Buyer and its Subsidiaries have devised and maintained and currently maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) Buyer (i) has designed, implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Buyer, including Buyer’s Subsidiaries, is made known to the chief executive officer and the chief financial officer of Buyer by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Xxxxxxxx-Xxxxx Act, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Buyer’s outside auditors and the audit committee of Buyer’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably expected to adversely affect Buyer’s ability to record, process, summarize and report financial information, and (B) to the Knowledge of Buyer, any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. Any such disclosure was made in writing by management to Xxxxx’s auditors and audit committee and true and complete copies of such disclosures have been made available to Company. (f) Since December 31, 2019, (x) neither Buyer nor any of Buyer’s Subsidiaries nor, to the Knowledge of Buyer, any director, officer, auditor, accountant or representative of Buyer or any of the Buyer Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs- charge-offs and accruals) of Buyer or any of the Buyer Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of the Buyer Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no employee of or attorney representing Buyer or any of the Buyer Subsidiaries, whether or not employed or retained by Buyer or any of the Buyer Subsidiaries, has reported evidence of a material violation of securities laws or banking laws, breach of fiduciary duty or similar violation by Buyer or any of the Buyer Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors of Buyer or any committee thereof or the board of directors or similar governing body of any Buyer Subsidiary or any committee thereof, or, to the Knowledge of Buyer, to any director or officer of Buyer or any Buyer Subsidiary.

SEC Documents; Other Reports; Internal Controls. (a) NBC Except as set forth in Company Disclosure Schedule 3.08(a), Company has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December March 31, 2000 2008 (the “NBC Company Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Company Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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. Company has made available to Buyer true, correct and complete copies of all written correspondence between the SEC and the Company and any of its Subsidiaries occurring since April 1, 2008 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Company Reports. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Except set forth in Company Disclosure 3.08(b), Company and each of its Subsidiaries have timely filed all reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December March 31, 2000 2008 with any Governmental Entity Authority (other than the SECCompany Reports) and have paid all fees and assessments due and payable in connection therewith. Except for Other than (i) as set forth in Company Disclosure Schedule 3.09(b) and (ii) normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Company and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Company that it has initiated any proceeding or, to the knowledge of NBCCompany, threatened an investigation into the business or operations of NBC Company or any of its Subsidiaries since December March 31, 20002008. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Company or any of its Subsidiaries. (c) Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of Company’s board of directors and in Company Disclosure Schedule 3.08(c) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Company 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 NBC Company 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) Company has designed, implemented and maintained 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 the Company and its Subsidiaries is made known to the management of Company 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 Company Reports. (f) Since March 31, 2008, (x) neither Company nor any of its Subsidiaries nor, to the Knowledge of Company, any director, officer, employee, auditor, accountant or representative of Company 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 Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Company or any of its Subsidiaries, whether or not employed by Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Company or any of its officers, directors, employees or agents to the board of directors of Company or any committee thereof or to any director or officer of Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC The Company has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2003 (the “NBC Company Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Company Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 NBC Company Reports. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company and each of its Subsidiaries have timely filed all material reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2003 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 as would not be reasonably expected to have, individually or in the regular course of aggregate, a Material Adverse Effect on the business of NBC and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBC, threatened an investigation into the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the NBC Disclosure ScheduleCompany, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity of, NBC the Company or any of its Subsidiaries. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors and in Section 4.5(c) of the Company Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC the Company 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 NBC the Company 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. (e) The Company has designed and implemented 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 the Company and its Subsidiaries is made known to the management of the Company 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 Company Reports.

SEC Documents; Other Reports; Internal Controls. (a) NBC Parent has filed all required reports, forms, schedules, registration statements and other documents with the SEC and the Canadian securities regulatory authorities since December 31, 2000 2003 (the “NBC Parent Reports”)) and has paid all fees and assessments due and payable in connection therewith. As of their respective dates of filing with the SEC or the applicable Canadian securities regulatory authority (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the NBC Parent Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange Actapplicable Canadian securities Laws, as the case may be, and the rules and regulations of the SEC or the applicable Canadian securities regulatory authority thereunder applicable to such NBC Parent Reports, and none of the NBC Parent Reports when filed with the SEC or the applicable Canadian securities regulatory authority, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 or any Canadian securities regulatory authority, as applicable, with respect to any of the NBC Parent Reports. None of NBCParent’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Parent and each of its Subsidiaries have timely filed all material reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2003 with any Governmental Entity (other than the SECSEC and the Canadian securities regulatory authorities) 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 NBC and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBC, threatened an investigation into the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the NBC 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, NBC or any of its Subsidiaries. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, Parent has disclosed, based on its most recent evaluation prior to the date hereof, to Parent's auditors and the audit committee of Parent's board of directors and in Section 5.5(c) of the Parent Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Parent's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent's internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Parent and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of NBC Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Parent 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 in accordance with Canadian GAAP. (e) Parent has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act and the applicable Canadian securities Laws) to ensure that material information relating to Parent and its Subsidiaries is made known to the management of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and the applicable Canadian securities Laws with respect to the Parent Reports.

SEC Documents; Other Reports; Internal Controls. (a) NBC Except as set forth on Buyer Disclosure Schedule 4.06(a), Buyer has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2014 (the “NBC Buyer Reports”)) and has paid all associated fees and assessments due and payable. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereoffiling, as of the date of such that subsequent filing), the NBC Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Buyer Reports, and none of the NBC Buyer Reports when filed with the SEC, and if amended, as of the date of the amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereinstatements, 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 SEC, as applicable, with respect to any of the NBC Buyer Reports. None of NBCBuyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Except as set forth on Buyer Disclosure Schedule 4.06(b), Buyer and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect theretoamendments, that they were required to file since December 31, 2000 2014 with any Governmental Entity Authority (other than the SECBuyer Reports) and have paid all fees and assessments due and payable in connection therewithpayable. Except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Buyer and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Buyer that it has initiated any proceeding or, to the knowledge of NBCBuyer’s Knowledge, threatened an investigation into the business or operations of NBC Buyer or any of its Subsidiaries since December 31, 20002014. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Buyer or any of its Subsidiaries. Buyer Disclosure Schedule 4.06(b) lists all examinations of Buyer Bank conducted by the Massachusetts Commissioner of Banks and the FDIC, and all examinations of Buyer conducted by the FRB, since January 1, 2014 and the dates of any responses thereto submitted by Buyer Bank and Buyer, respectively. Notwithstanding the foregoing, nothing in this Section 4.06(b) or this Agreement shall require Buyer to provide Company with any confidential regulatory supervisory information of Buyer Bank or Buyer. (c) Based on its most recent evaluation prior to the date of this Agreement, Buyer has not had to disclose to Buyer’s outside auditors and the audit committee of Buyer’s board of directors (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect Buyer’s ability to record, process, summarize, and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. (d) The records, systems, controls, data data, and information of NBC Buyer and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical mechanical, or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of NBC Buyer or its Subsidiaries or accountants (including all means of access thereto and therefromto them), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect Material Adverse Effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Buyer and its Subsidiaries have devised and maintained and currently maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) Buyer has designed, implemented, and has maintained and currently maintains 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 Buyer and its Subsidiaries is made known to the management of Buyer 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 Buyer Reports. (f) Since December 31, 2014, (x) neither Buyer nor any of its Subsidiaries nor, to Buyer’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Buyer or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies, or methods of Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duties, or similar violation by Buyer or any of its officers, directors, employees, or agents to the board of directors of Buyer or any committee of the board of directors or to any director or officer of Buyer.

SEC Documents; Other Reports; Internal Controls. (a) NBC The Company has filed with or furnished to the SEC all required forms, reports, schedules, registration statements and other documents required to be filed or furnished pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Investment Company Act by the Company with the SEC since December 31January 1, 2000 2008 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “NBC SEC Reports”), except, in the case of XXX Xxxxx 0-X, X-00x-0 and filings required under Rule 17g-1 of the Investment Company Act, where the failure to file or furnish such SEC Reports would not reasonably be expected to, individually or in the aggregate, constitute a material violation of Law or result in the delisting of the Common Stock from the NASDAQ Capital Market. 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 NBC such SEC Reports complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the Investment Company Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC SEC Reports, and none of the NBC such SEC Reports when filed contained any untrue statement of a material fact or omitted 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 , and there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC SEC Reports. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company and each of its Subsidiaries have timely (other than SBA Form 468) filed all forms, reports, registrations schedules and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2000 2008 with any Governmental Entity (other than the SECSEC Reports) 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 NBC the Company and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity has initiated any proceeding Action or, to the knowledge of NBCthe Company, threatened an investigation any Action into the business or operations of NBC the Company or any of its Subsidiaries since December 31January 1, 20002007. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration form, schedule or statement other document filed by, or relating to any examinations audit, examination, inquiry, inspection or investigation by any such Governmental Entity of, NBC the Company or any of its Subsidiaries. (c) The records, systems, controls, data Company (i) 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 of NBC relating to the Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are required to be included in reports filed under the exclusive ownership Exchange Act or the Investment Company Act, including material information pertaining to the operations and direct control the Assets of NBC or the Company and its Subsidiaries or accountants (including all means of access thereto and therefromincluding, without limitation, the Assets managed by the Adviser), 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. As and is made known to the extent described in chief executive officer and the NBC Reports filed with chief financial officer of the SEC Company by others within the Company to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, NBC to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (within the meaning of Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to the Purchaser a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (d) Since January 1, 2008 and except as described in the SEC Reports prior to the date of this Agreement, (i) neither the Company nor any of its Subsidiaries have devised and maintain a system nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any written material complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls sufficient controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to provide reasonable assurances regarding the reliability Board of financial reporting and Directors of the preparation Company or any committee thereof or to any director or officer of financial statements in accordance with GAAPthe Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC Cadence has filed all required Cadence Reports and all reports, schedulesforms, registration statements correspondence, registrations and other documents statements, together with the SEC since December 31any amendments required to be made with respect thereto (collectively, 2000 (the “NBC Required Reports”), that they were required to file since January 1, 2007 with (i) any industry self-regulatory organization (“SRO”), (ii) the Board of Governors of the Federal Reserve System (“Federal Reserve Board”), (iii) the FDIC, and (iv) any other federal, state or foreign governmental or regulatory agency or authority, and all other Required Reports required to be filed by them since January 1, 2007 and has paid all fees and assessments due and payable in connection therewith. Any such Required Report regarding Cadence or any of its Subsidiaries made in any Required Report filed with or otherwise submitted to any regulatory agency complied in all material respects with relevant legal requirements, including as to content. 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 NBC Cadence Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Cadence Reports, and none of the NBC Cadence Reports when filed with the SEC, or, if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 NBC Cadence Reports. None of NBCCadence’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Cadence has disclosed, based on its most recent evaluation prior to the date hereof, to Cadence’s auditors and each the audit committee of its Subsidiaries have timely filed all reportsCadence’s board of directors and on Disclosure Schedule 2.5(b) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Cadence’s ability to record, registrations process, summarize and statementsreport financial information and (ii) any fraud, together with any amendments required to be made with respect theretowhether or not material, that they were required to file since December 31, 2000 with any Governmental Entity (involves management or other than the SEC) and employees who have paid all fees and assessments due and payable a significant role in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of NBC and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBC, threatened an investigation into the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the NBC 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, NBC or any of its SubsidiariesCadence’s internal controls over financial reporting. (c) The Except as set forth on Disclosure Schedule 2.5(c), the records, systems, controls, data and information of NBC Cadence 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 NBC Cadence 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Cadence 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 generally accepted accounting principles (“GAAP”). (d) Cadence has designed and implemented 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 Cadence and its Subsidiaries is made known to the management of Cadence 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 Cadence Reports.

SEC Documents; Other Reports; Internal Controls. (a) NBC Buyer has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2012 (the “NBC Buyer Reports”)) and has paid all associated fees and assessments due and payable. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereoffiling, as of the date of such that subsequent filing), the NBC Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Buyer Reports, and none of the NBC Buyer Reports when filed with the SEC, and if amended, as of the date of the amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereinstatements, 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 SEC, as applicable, with respect to any of the NBC Buyer Reports. None of NBCBuyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Buyer and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, 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 Authority (other than the SECBuyer Reports) and have paid all fees and assessments due and payable in connection therewithpayable. Except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Buyer and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Buyer that it has initiated any proceeding or, to the knowledge Knowledge of NBCBuyer, threatened an investigation into the business or operations of NBC Buyer or any of its Subsidiaries since December 31, 20002012, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Buyer or any of its Subsidiaries. (c) Buyer has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Buyer’s auditors and the audit committee of Buyer’s board of directors and has listed in the Buyer Disclosure Schedule 4.06(c) (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Buyer’s ability to record, process, summarize, and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Buyer and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical mechanical, or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of NBC Buyer or its Subsidiaries or accountants (including all means of access thereto to and therefromfrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect Material Adverse Effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Buyer 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 in accordance with GAAP. (e) Buyer has designed, implemented, and maintained 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 Buyer and its Subsidiaries is made known to the management of Buyer 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 Buyer Reports. (f) Since December 31, 2012, (x) neither Buyer nor any of its Subsidiaries nor, to the Knowledge of Buyer, any director, officer, employee, auditor, accountant, or representative of Buyer 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 Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty, or similar violation by Buyer or any of its officers, directors, employees, or agents to the board of directors of Buyer or any board committee or to any director or officer of Buyer.

SEC Documents; Other Reports; Internal Controls. (a) NBC The Company has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31August 1, 2000 2006 (the “NBC Company Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Company Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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. The Company has made available to Acquiror true, correct and complete copies of all written correspondence between the SEC and the Company and any of its Subsidiaries occurring since January 1, 2008 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Company Reports. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company and each of its Subsidiaries have timely filed all reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31August 1, 2000 2006 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 NBC the Company and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity has notified the Company that it has initiated any proceeding or, to the knowledge of NBCthe Company, threatened an investigation into the business or operations of NBC the Company or any of its Subsidiaries since December 31August 1, 20002006. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity of, NBC the Company or any of its Subsidiaries. (c) The recordsCompany has disclosed, systems, controls, data and information of NBC and based on 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 NBC 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. As and to the extent described in the NBC Reports filed with the SEC most recent evaluation prior to the date hereof, NBC to the Company’s auditors and the audit committee of the Company’s board of directors and in Section 4.5(c) of the Company Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) The Company has designed and implemented 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 the Company and its Subsidiaries is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) accumulated and communicated to the management of the Company 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 Company Reports. (f) Since August 1, 2006, (x) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company 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 the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the board of directors of the Company or any committee thereof or to any director or officer of the Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC The Company has filed with the SEC and made available to the Purchaser (through the SEC’s Electronic Data Gathering Analysis and Retrieval System or otherwise) all required forms, reports, schedules, registration statements and other documents required to be filed by the Company with the SEC since December 31January 1, 2000 2004 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “NBC 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 NBC SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC SEC Reports, and none of the NBC SEC Reports when filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing) contained any untrue statement of a material fact or omitted 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 , and there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC SEC Reports. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company and each of its Subsidiaries have timely filed all material forms, reports, registrations schedules and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2000 2004 with any Governmental Entity (other than the SECSEC Reports) and have paid all material fees and assessments due and payable in connection therewith. Except in connection with the Specified Regulatory Agreements and except for normal examinations conducted by a Governmental Entity in the regular course of the business of NBC the Company and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity has initiated any proceeding Action or, to the knowledge of NBCthe Company, threatened in writing an investigation into the business or operations of NBC the Company or any of its Subsidiaries since December 31January 1, 20002004. Except as set forth in Section 5.5(b) of connection with the NBC Disclosure ScheduleSpecified Regulatory Agreements, there is no material unresolved violation, criticism violation or exception by any Governmental Entity (other than the SEC) with respect to any report, registration form, schedule or statement other document filed by, or relating to any examinations by any such Governmental Entity of, NBC the Company or any of its Subsidiaries. (c) The records, systems, controls, data and information of NBC the Company 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 NBC the Company 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC SEC Reports filed with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, NBC as and to the extent described in such subsequent filing), the Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with 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 the Company and to maintain accountability for the Company’s assets; (iii) access to the Company’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of the Company’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. The Company (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 the Company and its Subsidiaries is made known to the management of the Company 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 documents required to be filed by the Company with the SEC, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’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 the Company’s internal controls. The Company has made available to the Purchaser a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2004. (d) Since January 1, 2004, (i) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company 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 the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, other than routine recommendations made in letters from the Company’s independent public accountants to the Company’s management, true and complete copies of which letters have been made available to the Purchaser and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC Parent has filed all required reports, forms, schedules, registration statements and other documents with the SEC and the Canadian securities regulatory authorities since December 31, 2000 2007 (the “NBC Parent Reports”)) and has paid all fees and assessments due and payable in connection therewith. As of their respective dates of filing with the SEC or the applicable Canadian securities regulatory authority (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the NBC Parent Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange Actapplicable Canadian securities Laws, as the case may be, and the rules and regulations of the SEC or the applicable Canadian securities regulatory authority, thereunder applicable to such NBC Parent Reports, and none of the NBC Parent Reports when filed with the SEC or the applicable Canadian securities regulatory authority; and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 material outstanding comments from or unresolved issues raised by the SEC or any Canadian securities regulatory authority, as applicable, with respect to any of the NBC Parent Reports. None of NBCParent’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, Parent and each of its Subsidiaries have timely filed all reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December October 31, 2000 2007 with any Governmental Entity (other than the SECSEC and the Canadian securities regulatory authorities) 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 NBC and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBC, threatened an investigation into the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the NBC 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, NBC or any of its Subsidiaries. (c) Parent has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s auditors and the audit committee of Parent’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Parent and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of NBC Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC and its Subsidiaries have Parent has devised and maintain maintains 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 Canadian GAAP. (e) Parent has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act and the applicable Canadian securities Laws) to ensure that material information relating to Parent and its Subsidiaries is made known to the management of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and the applicable Canadian securities Laws with respect to the Parent Reports.

SEC Documents; Other Reports; Internal Controls. (a) NBC The Company has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2007 (the “NBC Company Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Company Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, or, if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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. The Company has made available to Parent true, correct and complete copies of all written correspondence between the SEC and the Company and any of its Subsidiaries occurring since December 31, 2007 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Company Reports. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company and each of its Subsidiaries have timely filed all material reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2007 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 NBC the Company and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity notified the Company that it has initiated any proceeding or, to the knowledge of NBCthe Company, threatened an investigation into the business or operations of NBC the Company or any of its Subsidiaries since December 31, 20002007. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity of, NBC the Company or any of its Subsidiaries. (c) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors and in Section 4.5(c) of the Company Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC the Company 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 NBC the Company 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. (e) The Company has designed and implemented 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 the Company and its Subsidiaries is made known to the management of the Company 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 Company Reports. (f) Since December 31, 2007, (x) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company 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 the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the board of directors of the Company or any committee thereof or to any director or officer of the Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC Since January 1, 2014, the Company has timely filed or furnished all required reports, forms, schedules, exhibits, certifications, registration statements and other documents required to be filed or furnished by it with the SEC (such documents and any other documents filed or furnished by the Company with the SEC, as have been supplemented, modified or amended since December 31the time of filing, 2000 (collectively the “NBC Company 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 NBC Company Reports complied in all material respects with the requirements of the Securities Act or of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed contained any untrue statement of a material fact or omitted 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 Since January 1, 2014, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. The Company has made available to Parent true and complete copies of all comment letters and any other material correspondence between the SEC, on the one hand, and the Company or any Company Subsidiaries, on the other hand, since January 1, 2014 and prior to the date hereof. As of the date hereof, there are no outstanding comments from or unresolved issues raised by comments in a comment letter received from the SEC staff with respect to any Company Report and, to the knowledge of the NBC ReportsCompany, none of the Company Reports is the subject of any ongoing review by the SEC. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company has established disclosure controls and each procedures (as defined in Rules 13a-15(e) and 15d-15(e) of its Subsidiaries have timely filed the Exchange Act) that are designed to ensure that all reports, registrations and statements, together with any amendments material information required to be made with respect theretodisclosed by the Company in the reports it files or submits under the Exchange Act is recorded, that they were required to file since December 31processed, 2000 with any Governmental Entity (other than summarized and reported within the time periods specified by the SEC) ’s rules and have paid all fees forms. The Company has designed 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 NBC and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBC, threatened an investigation into the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the NBC 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, NBC or any of its Subsidiaries. (c) The records, systems, controls, data and information of NBC 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 NBC 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. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC and its Subsidiaries have devised and maintain maintains a system of internal accounting controls sufficient control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurances regarding the reliability of financial reporting for the Company. Neither the Company nor any of the Company Subsidiaries, nor, to the knowledge of the Company, any Representative of the Company or any of its Subsidiaries, has received in writing any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in accounting practices in violation of applicable Law. (c) Each of the Chief Executive Officer of the Company and the preparation Chief Financial Officer of financial the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company Reports, and the statements contained in accordance with GAAPsuch certifications are accurate in all material respects as of the date of this Agreement.

SEC Documents; Other Reports; Internal Controls. (a) NBC The Company has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2003 (the “NBC Company Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Company Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 NBC Company Reports. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company and each of its Subsidiaries have timely filed all material reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2003 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 as would not be reasonably expected to have, individually or in the regular course of aggregate, a Material Adverse Effect on the business of NBC and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBC, threatened an investigation into the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the NBC Disclosure ScheduleCompany, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity of, NBC the Company or any of its Subsidiaries. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors and in Section 4.5(c) of the Company Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC the Company 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 NBC the Company 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 material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. (e) The Company has designed and implemented 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 the Company and its Subsidiaries is made known to the management of the Company 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 Company Reports.

SEC Documents; Other Reports; Internal Controls. (a) NBC The Company has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31June 30, 2000 2009 (the “NBC Company 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 NBC Company Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Company Reports. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company and each of its Subsidiaries have timely filed all reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31June 30, 2000 2009 with any Governmental Entity (other than the SECCompany Reports) 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 NBC the Company and its Subsidiaries or as set forth in Section 5.5(b4.5(b) of the NBC Company Disclosure Schedule, since June 30, 2009, no Governmental Entity has initiated or threatened any proceeding with respect to or, to the knowledge of NBCthe Company, threatened is contemplating an investigation into the business or operations of NBC the Company or any of its Subsidiaries since December 31, 2000Subsidiaries. Except as set forth in Section 5.5(b4.5(b) of the NBC Company Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity of, NBC the Company or any of its Subsidiaries. (c) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board and in Section 4.5(c) of the Company Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC the Company 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 NBC the Company 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 have, individually or in the aggregate, a materially material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. (e) The Company has established and maintains disclosure controls and procedures (within the meaning of Rules 13a-15 and 15d-15 of the Exchange Act), and such controls and procedures are reasonably designed to ensure that material information relating to the Company and its Subsidiaries required to be disclosed by the Company in reports filed or furnished pursuant to the Exchange Act is made known to the management of the Company 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 Company Reports. (f) Since June 30, 2009, (x) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company 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 the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of any Securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC Except as set forth on Buyer Disclosure Schedule 4.06(a), Buyer has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2014 (the “NBC Buyer Reports”)) and has paid all associated fees and assessments due and payable. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereoffiling, as of the date of such that subsequent filing), the NBC Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Buyer Reports, and none of the NBC Buyer Reports when filed with the SEC, and if amended, as of the date of the amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereinstatements, 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 SEC, as applicable, with respect to any of the NBC Buyer Reports. None of NBCBuyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Buyer and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect theretoto them, that they were required to file since December 31, 2000 2014 with any Governmental Entity Authority (other than the SECBuyer Reports) and have paid all fees and assessments due and payable in connection therewithpayable. Except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Buyer and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Buyer that it has initiated any proceeding or, to the knowledge of NBCBuyer’s Knowledge, threatened an investigation into the business or operations of NBC Buyer or any of its Subsidiaries since December 31, 20002014, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Buyer. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Buyer or any of its Subsidiaries. (c) Buyer has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Buyer’s auditors and the audit committee of Buyer’s board of directors and has listed on the Buyer Disclosure Schedule 4.06(c) (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Buyer’s ability to record, process, summarize, and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. (d) The records, systems, controls, data data, and information of NBC Buyer and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical mechanical, or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of NBC Buyer or its Subsidiaries or accountants (including all means of access thereto to and therefromfrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on Material Adverse Effect with respect to the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Buyer 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 in accordance with GAAP. (e) Buyer has designed, implemented, and has maintained and currently maintains 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 Buyer and its Subsidiaries is made known to the management of Buyer 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 Buyer Reports. (f) Since December 31, 2014, (x) neither Buyer nor any of its Subsidiaries nor, to Buyer’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Buyer 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 Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty, or similar violation by Buyer or any of its officers, directors, employees, or agents to the board of directors of Buyer or any board committee or to any director or officer of Buyer.

SEC Documents; Other Reports; Internal Controls. (a) NBC Buyer has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2010 (the “NBC Buyer Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Buyer Reports, and none of the NBC Buyer Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 SEC, as applicable, with respect to any of the NBC Buyer Reports. None of NBCBuyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Buyer and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2010 with any Governmental Entity Authority (other than the SECBuyer Reports) and have paid all fees and assessments due and payable in connection therewith. Except for as set forth in the Buyer Disclosure Schedule 4.06(b) and except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Buyer and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Buyer that it has initiated any proceeding or, to the knowledge Knowledge of NBCBuyer, threatened an investigation into the business or operations of NBC Buyer or any of its Subsidiaries since December 31, 20002010. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Buyer or any of its Subsidiaries. (c) Buyer has disclosed, based on its most recent evaluation prior to the date hereof, to Buyer’s auditors and the audit committee of Buyer’s board of directors and in the Buyer Disclosure Schedule 4.06(c) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Buyer’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Buyer 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 NBC Buyer 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 Material Adverse Effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Buyer 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 in accordance with GAAP. (e) Buyer has designed, implemented and maintained 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 Buyer and its Subsidiaries is made known to the management of Buyer 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 Buyer Reports. (f) Since December 31, 2010, (x) neither Buyer nor any of its Subsidiaries nor, to the Knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of Buyer 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 Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors, employees or agents to the board of directors of Buyer or any committee thereof or to any director or officer of Buyer.

SEC Documents; Other Reports; Internal Controls. (a) NBC Buyer has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2012 (the “NBC Buyer Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Buyer Reports, and none of the NBC Buyer Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 SEC, as applicable, with respect to any of the NBC Buyer Reports. None of NBCBuyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Buyer and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, 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 Authority (other than the SECBuyer Reports) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Buyer and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Buyer that it has initiated any proceeding or, to the knowledge Knowledge of NBCBuyer, threatened an investigation into the business or operations of NBC Buyer or any of its Subsidiaries since December 31, 20002012, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Buyer or any of its Subsidiaries. (c) Buyer has disclosed, based on its most recent evaluation prior to the date hereof, to Buyer’s auditors and the audit committee of Buyer’s board of directors and has listed in the Buyer Disclosure Schedule 4.06(c) (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Buyer’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Buyer 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 NBC Buyer 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 Material Adverse Effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Buyer 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 in accordance with GAAP. (e) Buyer has designed, implemented and maintained 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 Buyer and its Subsidiaries is made known to the management of Buyer 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 Buyer Reports. (f) Since December 31, 2012, (x) neither Buyer nor any of its Subsidiaries nor, to the Knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of Buyer 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 Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors, employees or agents to the board of directors of Buyer or any committee thereof or to any director or officer of Buyer.

SEC Documents; Other Reports; Internal Controls. (a) NBC Company has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2014 (the “NBC Company Reports”)) and has paid all associated fees and assessments due and payable. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereoffiling, as of the date of such that subsequent filing), the NBC Company Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, and if amended, as of the date of the amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereinstatements, 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 SEC, as applicable, with respect to any of the NBC Company Reports. None of NBCCompany’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Company and each of its Subsidiaries have timely filed all reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect theretoamendments, that they were required to file since December 31, 2000 2014 with any Governmental Entity (other than the SEC) Authority and have paid all fees and assessments due and payable in connection therewithwith any filings Company was required to make. Except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Company and its Subsidiaries or as set forth in Section 5.5(b) of the NBC on Company Disclosure ScheduleSchedule 3.08(b), no Governmental Entity Authority has notified Company that it has initiated any proceeding or, to the knowledge of NBCCompany’s Knowledge, threatened an any investigation into the business or operations of NBC Company or any of its Subsidiaries since December 31, 20002014. Except as set forth in Section 5.5(b) of the NBC on Company Disclosure ScheduleSchedule 3.08(b), there is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Company or any of its Subsidiaries. Company Disclosure Schedule 3.08(b) lists all examinations of Company Bank conducted by the Massachusetts Commissioner of Banks and the FDIC, and all examinations of Company conducted by the FRB, since January 1, 2014 and the dates of any responses thereto submitted by Company Bank and Company, respectively. Notwithstanding the foregoing, nothing in this Section 3.08(b) or this Agreement shall require Company to provide Buyer with any confidential regulatory supervisory information of Company Bank or Company. (c) Based on its most recent evaluation prior to the date of this Agreement, except as set forth on Company Disclosure Schedule 3.08(c), Company has not had to disclose to Company’s outside auditors and the audit committee of Company’s board of directors (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect Company’s ability to record, process, summarize, and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Company 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 NBC Company or its Subsidiaries or accountants (including all means of access thereto and therefromto them), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect Material Adverse Effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Company and its Subsidiaries have devised and maintained and currently maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) Company has designed, implemented, and has maintained and currently maintains 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 Company and its Subsidiaries is made known to the management of Company 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 Company Reports. (f) Except as set forth on Company Disclosure Schedule 3.08(f), since December 31, 2014, (x) neither Company nor any of its Subsidiaries nor, to Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of Company or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Company or any of its Subsidiaries, whether or not employed by Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duties or similar violation by Company or any of its officers, directors, employees, or agents to the board of directors of Company or any committee of the board of directors or, to Company’s Knowledge, to any director or officer of Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC Parent has filed all required reports, forms, schedules, registration statements and other documents with the SEC and the Canadian securities regulatory authorities since December 31, 2000 2003 (the “NBC Parent Reports”)) and has paid all fees and assessments due and payable in connection therewith. As of their respective dates of filing with the SEC or the applicable Canadian securities regulatory authority (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the NBC Parent Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange Actapplicable Canadian securities Laws, as the case may be, and the rules and regulations of the SEC or the applicable Canadian securities regulatory authority thereunder applicable to such NBC Parent Reports, and none of the NBC Parent Reports when filed with the SEC or the applicable Canadian securities regulatory authority, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 or any Canadian securities regulatory authority, as applicable, with respect to any of the NBC Parent Reports. None of NBCParent’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Parent and each of its Subsidiaries have timely filed all material reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 2003 with any Governmental Entity (other than the SECSEC and the Canadian securities regulatory authorities) 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 NBC and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBC, threatened an investigation into the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the NBC 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, NBC or any of its Subsidiaries. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, Parent has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s auditors and the audit committee of Parent’s board of directors and in Section 5.5(c) of the Parent Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC Parent and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of NBC Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Parent 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 in accordance with Canadian GAAP. (e) Parent has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act and the applicable Canadian securities Laws) to ensure that material information relating to Parent and its Subsidiaries is made known to the management of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and the applicable Canadian securities Laws with respect to the Parent Reports.

SEC Documents; Other Reports; Internal Controls. (a) NBC Acquiror has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31January 1, 2000 2007 (the “NBC Acquiror Reports”)) and has paid all fees and assessments due and payable in connection therewith. 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 NBC Acquiror Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Acquiror Reports, and none of the NBC Acquiror Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 SEC, as applicable, with respect to any of the NBC Acquiror Reports. None of NBCAcquiror’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Acquiror and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2000 2007 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 NBC Acquiror and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity has notified Acquiror that it has initiated any proceeding or, to the knowledge of NBCAcquiror, threatened an investigation into the business or operations of NBC Acquiror or any of its Subsidiaries since December 31January 1, 20002007. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity of, NBC Acquiror or any of its Subsidiaries. (c) The recordsAcquiror has disclosed, systems, controls, data and information of NBC and based on 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 NBC 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. As and to the extent described in the NBC Reports filed with the SEC most recent evaluation prior to the date hereof, NBC to Acquiror’s auditors and the audit committee of Acquiror’s board of directors and in Section 5.5(c) of the Acquiror Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Acquiror’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Acquiror’s internal controls over financial reporting. (d) Acquiror 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 GAAP. (e) Acquiror has designed and implemented 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 Acquiror and its Subsidiaries is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) accumulated and communicated to the management of Acquiror 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 Acquiror Reports. (f) Since January 1, 2007, (x) neither Acquiror nor any of its Subsidiaries nor, to the knowledge of Acquiror, any director, officer, employee, auditor, accountant or representative of Acquiror 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 Acquiror or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Acquiror or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Acquiror or any of its Subsidiaries, whether or not employed by Acquiror or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Acquiror or any of its officers, directors, employees or agents to the board of directors of Acquiror or any committee thereof or to any director or officer of Acquiror.

SEC Documents; Other Reports; Internal Controls. (a) NBC Buyer has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2000 2021 (the “NBC Buyer Reports”)) and, to the Knowledge of Buyer, has paid all associated fees and assessments due and payable. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereoffiling, as of the date of such that subsequent filing), the NBC Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Buyer Reports, and none of the NBC Buyer Reports when filed with the SEC, and if amended, as of the date of the amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereinstatements, 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 SEC, as applicable, with respect to any of the NBC Buyer Reports. None of NBCBuyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Buyer and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect theretoamendments, that they were required to file since December 31, 2000 2021 with any Governmental Entity Authority (other than the SECBuyer Reports) and have paid all fees and assessments due and payable in connection therewithpayable. Except Subject to Section 9.06 of this Agreement, except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Buyer and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Buyer that it has initiated any proceeding or, to the knowledge of NBCBuyer’s Knowledge, threatened an investigation into the business or operations of NBC Buyer or any of its Subsidiaries since December 31, 20002021. Except as set forth in Subject to Section 5.5(b) 9.06 of the NBC Disclosure Schedulethis Agreement, there is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Buyer or any of its Subsidiaries. (c) Based on its most recent evaluation prior to the date of this Agreement, Buyer has not had to disclose to Buyer’s outside auditors and the audit committee of Buyer’s board of directors (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect Buyer’s ability to record, process, summarize, and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. (d) The records, systems, controls, data data, and information of NBC Buyer and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical mechanical, or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of NBC Buyer or its Subsidiaries or accountants (including all means of access thereto and therefromto them), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect Material Adverse Effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Buyer and its Subsidiaries have devised and maintained and currently maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) Buyer has implemented and maintained and currently maintains disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) designed to ensure that material information relating to Buyer and its Subsidiaries is made known to the management of Buyer 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 Buyer Reports. (f) Since December 31, 2021, (x) neither Buyer nor any of its Subsidiaries nor, to Buyer’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Buyer or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies, or methods of Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Buyer or any of its Subsidiaries has engaged in inappropriate accounting or auditing practices, and (y) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duties, or similar violation by Buyer or any of its officers, directors, employees, or agents to the board of directors of Buyer or any committee of the board of directors or to any director or officer of Buyer.

SEC Documents; Other Reports; Internal Controls. (a) NBC Acquiror has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31January 1, 2000 2007 (the “NBC "Acquiror Reports”)") and has paid all fees and assessments due and payable in connection therewith. 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 NBC Acquiror Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Acquiror Reports, and none of the NBC Acquiror Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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 SEC, as applicable, with respect to any of the NBC Acquiror Reports. None of NBC’s Acquiror's Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Acquiror and each of its Subsidiaries have timely filed all reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect thereto, that they were required to file since December 31January 1, 2000 2007 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 NBC Acquiror and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity has notified Acquiror that it has initiated any proceeding or, to the knowledge of NBCAcquiror, threatened an investigation into the business or operations of NBC Acquiror or any of its Subsidiaries since December 31January 1, 20002007. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity of, NBC Acquiror or any of its Subsidiaries. (c) The recordsAcquiror has disclosed, systems, controls, data and information of NBC and based on 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 NBC 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. As and to the extent described in the NBC Reports filed with the SEC most recent evaluation prior to the date hereof, NBC to Acquiror's auditors and its Subsidiaries have devised the audit committee of Acquiror's board of directors and maintain a system in Section 5.5(c) of the Acquiror Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of over financial reporting which are reasonably likely to adversely affect in any material respect Acquiror's ability to record, process, summarize and the preparation of report financial statements information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in accordance with GAAPAcquiror's internal controls over financial reporting.

SEC Documents; Other Reports; Internal Controls. (a) NBC The Company has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31January 1, 2000 2020 (the “NBC Company Reports”)) and has paid all associated fees and assessments due and payable. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereoffiling, as of the date of such that subsequent filing), the NBC Company Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Company Reports, and none of the NBC Company Reports when filed with the SEC, and if amended, as of the date of the amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereinstatements, 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 SEC, as applicable, with respect to any of the NBC Company Reports. None of NBCthe Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC The Company and each of its Subsidiaries have timely filed all material reports, registrations forms, schedules, registrations, statements and statementsother documents, together with any amendments required to be made with respect theretoamendments, that they were required to file since December 31January 1, 2000 2020 with any Governmental Entity Authority (other than the SECCompany Reports) and have paid all fees and assessments due and payable in connection therewithwith any filings that the Company was required to make. Except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC the Company and its Subsidiaries or as set forth in Section 5.5(b) of the NBC on Company Disclosure ScheduleSchedule 3.08(b), no Governmental Entity Authority has notified the Company that it has initiated any proceeding or, to the knowledge of NBCCompany’s Knowledge, threatened an any investigation into the business or operations of NBC the Company or any of its Subsidiaries since December 31January 1, 20002020. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC the Company or any of its Subsidiaries. Company Disclosure Schedule 3.08(b) lists all examinations of Company Bank conducted by the NJDOBI and the FDIC, and all examinations of the Company conducted by the FRB, since January 1, 2020 and the dates of any responses thereto submitted by Company Bank and the Company, respectively. Notwithstanding the foregoing, nothing in this Section 3.08(b) or this Agreement shall require the Company to provide Buyer with any confidential regulatory supervisory information of Company Bank or the Company. (c) Based on its most recent evaluation prior to the date of this Agreement, the Company has not had to disclose to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize, and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) The records, systems, controls, data and information of NBC the Company 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 NBC the Company or its Subsidiaries or accountants (including all means of access thereto and therefromto them), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC The Company and its Subsidiaries have devised and maintained and currently maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) The Company has designed and implemented, and has maintained and currently maintains, 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 the Company and its Subsidiaries is made known to the management of the Company 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 Company Reports. (f) Since January 1, 2020, (x) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duties or similar violation by the Company or any of its officers, directors, employees, or agents to the Board of Directors of the Company or any committee of the Board of Directors or, to the Company’s Knowledge, to any director or officer of the Company.

SEC Documents; Other Reports; Internal Controls. (a) NBC SunCoast has filed all required reports, schedules, registration statements and other documents with the SEC since December 31, 2000 (the “NBC SunCoast Reports”). As Except as set forth in Section 4.5 of the SunCoast Disclosure Schedule, 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 NBC SunCoast Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC SunCoast Reports, and none of the NBC SunCoast Reports when filed contained any untrue statement of a material fact or omitted 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 , and there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC SunCoast Reports. None of NBCSunCoast’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC SunCoast 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 NBC SunCoast and its Subsidiaries or as set forth in Section 5.5(b4.5(b) of the NBC SunCoast Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBCSunCoast, threatened an investigation into the business or operations of NBC SunCoast or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b4.5(b) of the NBC SunCoast 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, NBC SunCoast or any of its Subsidiaries. (c) The Except as set forth in Section 4.5(c) of the SunCoast Disclosure Schedule, the records, systems, controls, data and information of NBC SunCoast 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 NBC SunCoast 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. As and to the extent described in the NBC SunCoast Reports filed with the SEC prior to the date hereof, NBC SunCoast 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 in accordance with GAAP.

SEC Documents; Other Reports; Internal Controls. (a) NBC Except as set forth on Buyer Disclosure Schedule 4.06(a), Buyer has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31January 1, 2000 2020 (the “NBC Buyer Reports”)) and has paid all associated fees and assessments due and payable. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereoffiling, as of the date of such that subsequent filing), the NBC Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Buyer Reports, and none of the NBC Buyer Reports when filed with the SEC, and if amended, as of the date of the amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereinstatements, 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 SEC, as applicable, with respect to any of the NBC Buyer Reports. None of NBCBuyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) NBC Buyer and each of its Subsidiaries have timely filed all material reports, registrations schedules, forms, registrations, statements and statementsother documents, together with any amendments required to be made with respect theretoamendments, that they were required to file since December 31January 1, 2000 2020 with any Governmental Entity Authority (other than the SECBuyer Reports) and have paid all fees and assessments due and payable in connection therewithpayable. Except for normal examinations conducted by a Governmental Entity Authority in the regular course of the business of NBC Buyer and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure ScheduleSubsidiaries, no Governmental Entity Authority has notified Buyer that it has initiated any proceeding or, to the knowledge of NBCBuyer’s Knowledge, threatened an investigation into the business or operations of NBC Buyer or any of its Subsidiaries since December 31January 1, 20002020. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there There is no material unresolved violation, criticism violation or exception by any Governmental Entity Authority with respect to any report, registration form, schedule, registration, statement or statement other document filed by, or relating to any examinations by any such Governmental Entity Authority of, NBC Buyer or any of its Subsidiaries. Buyer Disclosure Schedule 4.06(b) lists all examinations of Buyer Bank conducted by the NJDOBI and the FDIC, and all examinations of Buyer conducted by the FRB, since January 1, 2020 and the dates of any responses thereto submitted by Buyer Bank and Buyer, respectively. Notwithstanding the foregoing, nothing in this Section 4.06(b) or this Agreement shall require Buyer to provide the Company with any confidential regulatory supervisory information of Buyer Bank or Buyer. (c) Based on its most recent evaluation prior to the date of this Agreement, Buyer has not had to disclose to Buyer’s outside auditors and the audit committee of Buyer’s Board of Directors (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect Buyer’s ability to record, process, summarize, and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. (d) The records, systems, controls, data data, and information of NBC Buyer and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical mechanical, or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of NBC Buyer or its Subsidiaries or accountants (including all means of access thereto and therefromto them), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially material adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the NBC Reports filed with the SEC prior to the date hereof, NBC Buyer and its Subsidiaries have devised and maintained and currently maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (e) Buyer has designed and implemented, and has maintained and currently maintains 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 Buyer and its Subsidiaries is made known to the management of Buyer 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 Buyer Reports. (f) Since January 1, 2020, (x) neither Buyer nor any of its Subsidiaries nor, to Buyer’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Buyer or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies, or methods of Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duties, or similar violation by Buyer or any of its officers, directors, employees, or agents to the Board of Directors of Buyer or any committee of the Board of Directors or to any director or officer of Buyer.