Common use of SEC Filings; Financial Statements; Accounting Controls Clause in Contracts

SEC Filings; Financial Statements; Accounting Controls. (a) The Company has delivered or made available (including through the SEC XXXXX system) to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Company with the SEC or AMEX since December 31, 1996, and all amendments thereto (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC or AMEX have been so filed and were prepared and timely filed and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable laws and regulations. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes) contained in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (c) The Company has delivered to Parent an unaudited consolidated balance sheet of the Company and its subsidiaries as of June 30, 1999 (the "Company Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholders' equity and statement of cash flows of the Company and its subsidiaries for the six (6) months then ended. The financial statements referred to in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that such financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company and its subsidiaries as of June 30, 1999 and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (d) The Company and each Company Subsidiary maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Filings; Financial Statements; Accounting Controls. (a) The Company Parent has delivered or made available (including through the SEC XXXXX systemEDGAX xxxtem) to Parent the Company accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Company Parent with the SEC SEC, Nasdaq or AMEX since December 31, 1996, and all amendments thereto (the "Company Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by the Company Parent with the SEC SEC, Nasdaq or AMEX have been so filed and were prepared and timely filed and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable laws and regulations. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes) contained in the Company Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of the Company Parent as of the respective dates thereof and the consolidated results of operations and cash flows of the Company Parent and its subsidiaries for the periods covered thereby. (c) The Company Parent has delivered to Parent the Company an unaudited consolidated balance sheet of the Company Parent and its subsidiaries as of June April 30, 1999 (the "Company Parent Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholdersshareholders' equity and statement of cash flows of the Company Parent and its subsidiaries for the six nine (69) months then ended. The financial statements referred to in this Section 2.4(c3.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b3.4(b) were prepared (except that such financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company Parent and its subsidiaries as of June April 30, 1999 and the consolidated results of operations and cash flows of the Company Parent and its subsidiaries for the periods covered thereby. (d) The Company Parent and each Company Parent Subsidiary maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Filings; Financial Statements; Accounting Controls. (a) The Company Parent has delivered or made available (including through the SEC XXXXX system) to Parent the Company accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Company Parent with the SEC SEC, Nasdaq or AMEX since December 31, 1996, and all amendments thereto (the "Company Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by the Company Parent with the SEC SEC, Nasdaq or AMEX have been so filed and were prepared and timely filed and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable laws and regulations. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes) contained in the Company Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of the Company Parent as of the respective dates thereof and the consolidated results of operations and cash flows of the Company Parent and its subsidiaries for the periods covered thereby. (c) The Company Parent has delivered to Parent the Company an unaudited consolidated balance sheet of the Company Parent and its subsidiaries as of June April 30, 1999 (the "Company Parent Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholdersshareholders' equity and statement of cash flows of the Company Parent and its subsidiaries for the six nine (69) months then ended. The financial statements referred to in this Section 2.4(c3.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b3.4(b) were prepared (except that such financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company Parent and its subsidiaries as of June April 30, 1999 and the consolidated results of operations and cash flows of the Company Parent and its subsidiaries for the periods covered thereby. (d) The Company Parent and each Company Parent Subsidiary maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Filings; Financial Statements; Accounting Controls. (ai) The Company American has delivered or made available (including through the filed all SEC XXXXX system) Reports that were required to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by the Company it with the SEC or AMEX since December 31, 19962010 under the Securities Act and the Exchange Act, and, to the extent such SEC Reports are not available on the SEC’s Electronic Data Gathering Analysis and all amendments thereto (Retrieval system, has made copies of such SEC Reports available to MainStreet. The SEC Reports of American, including the "Company SEC Documents"). All financial statements, reportsexhibits and schedules contained therein, schedules(A) at the time filed, forms complied (and other documents required to have been any SEC Reports filed by after the Company with the SEC or AMEX have been so filed and were prepared and timely filed and complied date of this Agreement will comply) in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Exchange Act and all other applicable laws and regulations. As of (B) at the time it was filed with the SEC (or, or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement, then on the date of such filing): ), did not (iand any SEC Reports filed after the date of this Agreement will not) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinmade in such SEC Reports, in the light of the circumstances under which they were made, not misleading. (bii) The Each of the financial statements of American contained in or incorporated by reference into any SEC Reports (including any related notesSEC Reports filed after the date of this Agreement) contained complied (or, in the Company case of SEC Documents: (iReports filed after the date of this Agreement, will comply) complied as to form in all material respects with the published rules and regulations applicable requirements of the SEC applicable Securities Act and the Exchange Act with respect thereto; , fairly presented (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statementsSEC Reports filed after the date of this Agreement, will fairly present) the consolidated financial position of American and the American Subsidiaries as at the respective dates and the consolidated results of American’s operations and cash flows for the periods indicated, in each case in accordance with GAAP consistently applied during the periods indicated, except in each case as may be noted therein, and subject to normal year-end audit adjustments and as permitted by Form 10-Q in the case of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered therebystatements. (c) The Company has delivered to Parent an unaudited consolidated balance sheet of the Company and its subsidiaries as of June 30, 1999 (the "Company Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholders' equity and statement of cash flows of the Company and its subsidiaries for the six (6) months then ended. The financial statements referred to in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that such financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company and its subsidiaries as of June 30, 1999 and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (d) The Company and each Company Subsidiary maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Filings; Financial Statements; Accounting Controls. (ai) The Holding Company has delivered filed or made available (including through the SEC XXXXX system) to Parent accurate and complete copies of furnished all reports, registration statements, proxy statements and other statements, reportsoffering circulars, schedules, forms and other documents filed by the Company with the SEC or AMEX since December 31, 1996, and all amendments thereto (the "Company SEC Documents"). All statements, reports, schedules, forms schedules and other documents required to have been be filed or furnished by it, together with any amendments required to be made with respect thereto (collectively, the Company “SEC Reports”), with the SEC or AMEX have been so filed since December 31, 2020 under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and were prepared the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and, to the extent such SEC Reports are not available on the SEC’s Electronic Data Gathering Analysis and timely filed Retrieval system, made available to Towne copies of such SEC Reports. Holding Company’s SEC Reports, including the financial statements, exhibits and schedules contained therein, (A) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Exchange Act and all other applicable laws and regulations. As of (B) at the time it was they were filed with the SEC (or, or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement, then on the date of such filing): ) did not (iand any SEC Reports filed after the date of this Agreement will not) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinmade in such SEC Reports, in the light of the circumstances under which they were made, not misleading. (bii) The Each of the financial statements contained in or incorporated by reference into any SEC Reports (including any securities documents filed after the date of this Agreement), including the related notes, where applicable (the “Financial Statements”) contained complied (or, in the Company case of SEC Documents: (iReports filed after the date of this Agreement, will comply) complied as to form in all material respects with the published rules and regulations applicable requirements of the Securities Act and the Exchange Act with respect thereto, and fairly presented (or, in the case of SEC applicable thereto; (iiReports filed after the date of this Agreement, will fairly present) were prepared the consolidated financial position of Holding Company and the Holding Company Subsidiaries, as at the respective dates and the consolidated results of Holding Company’s operations and, to ​ the extent included, cash flows for the periods indicated, in each case in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (indicated, except in each case as may be indicated in the notes noted therein, and subject to such financial statements or, in the case of unaudited statements, normal year-end audit adjustments and as permitted by Form 10-Q in the case of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and statements. (iii) fairly present the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (c) The Company has delivered to Parent an unaudited consolidated balance sheet of the Company and its subsidiaries as of June 30, 1999 (the "Company Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholders' equity and statement of cash flows of the Company and its subsidiaries for the six (6) months then ended. The financial statements referred to in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that such financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company and its subsidiaries as of June 30, 1999 and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (d) The Holding Company and each of Holding Company Subsidiary maintains Subsidiaries have devised and maintain a system of accounting “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that that: (iA) transactions are executed in accordance with management's general or specific authorization; authorization of its Board of Directors and duly authorized executive officers, (iiB) transactions are recorded as necessary to permit the preparation of financial statements in conformity with generally accepted accounting principles GAAP consistently applied with respect to it or other criteria applicable to such financial statements, and to maintain proper accountability for assets; items therein, (iiiC) access to its and Holding Company Subsidiaries’ properties and assets is permitted only in accordance with management's general or specific authorization; authorization of its Board of Directors and duly authorized executive officers, and (ivD) the recorded accountability for assets items is compared with existing assets the actual levels at reasonable intervals and appropriate action is actions taken with respect to any differences. (iv) Holding Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information required to be disclosed by it in its SEC Reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of its chief executive officer and chief financial officer required under the Exchange Act with respect to such reports. Holding Company has disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its Board of Directors and on Section 3.3(f)(iv) of Holding Company’s Disclosure Letter (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect its 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 its internal controls over financial reporting. These disclosures, if any, were made in writing by management to its auditors and the audit committee of its Board of Directors and a copy has previously been made available to Towne. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standards 2, as of the date hereof. (v) Each of Holding Company’s principal executive officer and principal financial officer (or each former principal executive officer and each former principal financial officer, as applicable) 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 its SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. Holding Company is in compliance with all ​ ​ applicable provisions of the Xxxxxxxx-Xxxxx Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Holding Company. (vi) Since January 1, 2022, (A) neither Holding Company nor any of the Holding Company Subsidiaries nor, to Holding Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of Holding Company or any Holding Company 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 Holding Company or any Holding Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Holding Company or any of the Holding Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no employee of or attorney representing Holding Company or any of the Holding Company Subsidiaries, whether or not employed by it or any of the Holding Company Subsidiaries, has reported evidence of a material violation of securities or banking laws, breach of fiduciary duty or similar violation by it or any Holding Company Subsidiaries or any of their respective officers, directors, employees or agents to its Board of Directors or any committee thereof or the Board of Directors or similar governing body of any Holding Company Subsidiaries or any committee thereof, or to its Knowledge, to any director or officer of it or any Holding Company Subsidiaries. (vii) As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC staff with respect to Holding Company’s SEC Reports.

SEC Filings; Financial Statements; Accounting Controls. (a) The Company has delivered or made available (including through the SEC XXXXX systemEDGAX xxxtem) to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Company with the SEC or AMEX since December 31, 1996, and all amendments thereto (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC or AMEX have been so filed and were prepared and timely filed and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable laws and regulations. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes) contained in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (c) The Company has delivered to Parent an unaudited consolidated balance sheet of the Company and its subsidiaries as of June 30, 1999 (the "Company Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholders' equity and statement of cash flows of the Company and its subsidiaries for the six (6) months then ended. The financial statements referred to in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that such financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company and its subsidiaries as of June 30, 1999 and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (d) The Company and each Company Subsidiary maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Filings; Financial Statements; Accounting Controls. (ai) The Company MainStreet has delivered or made available (including through the SEC XXXXX system) to Parent accurate and complete copies of filed all reports, registration statements, proxy statements and other statements, reportsoffering circulars, schedules, forms and other documents filed by the Company with the SEC or AMEX since December 31, 1996, and all amendments thereto (the "Company SEC Documents"). All statements, reports, schedules, forms schedules and other documents required to have been be filed by it (collectively, the Company “SEC Reports”) with the Securities and Exchange Commission (the “SEC”) since December 31, 2010 under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, to the extent such SEC or AMEX have been so Reports are not available on the SEC’s Electronic Data Gathering Analysis and Retrieval system, made available to the other party copies of such SEC Reports. MainStreet’s SEC Reports, including the financial statements, exhibits and schedules contained therein, (A) at the time filed, complied (and any SEC Reports filed and were prepared and timely filed and complied after the date of this Agreement will comply) in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Exchange Act and all other applicable laws and regulations. As of (B) at the time it was they were filed with the SEC (or, or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement, then on the date of such filing): ), did not (iand any SEC Reports filed after the date of this Agreement will not) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinmade in such SEC Reports, in the light of the circumstances under which they were made, not misleading. (bii) The Each of MainStreet’s financial statements contained in or incorporated by reference into any SEC Reports (including any related notesSEC Reports filed after the date of this Agreement) contained (the “Financial Statements”) complied (or, in the Company case of SEC Documents: (iReports filed after the date of this Agreement, will comply) complied as to form in all material respects with the published rules and regulations applicable requirements of the Securities Act and the Exchange Act with respect thereto, fairly presented (or, in the case of SEC applicable thereto; (iiReports filed after the date of this Agreement, will fairly present) were prepared the consolidated financial position of MainStreet and the MainStreet Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, in each case in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (indicated, except in each case as may be indicated in the notes noted therein, and subject to such financial statements or, in the case of unaudited statements, normal year-end audit adjustments and as permitted by Form 10-Q in the case of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and statements. (iii) fairly present the consolidated financial position MainStreet and each of the Company as of the respective dates thereof MainStreet Subsidiaries has devised and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (c) The Company has delivered to Parent an unaudited consolidated balance sheet of the Company and its subsidiaries as of June 30, 1999 (the "Company Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholders' equity and statement of cash flows of the Company and its subsidiaries for the six (6) months then ended. The financial statements referred to in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that such financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company and its subsidiaries as of June 30, 1999 and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (d) The Company and each Company Subsidiary maintains a system of accounting “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that that: (i) transactions are executed in accordance with management's general or specific authorization; authorization of its Board of Directors and duly authorized executive officers, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with generally accepted accounting principles GAAP consistently applied with respect to institutions such as MainStreet and each of the MainStreet Subsidiaries or other criteria applicable to such financial statements, and to maintain proper accountability for assets; items therein, (iii) access to its properties and assets is permitted only in accordance with management's general or specific authorization; authorization of its Board of Directors and duly authorized executive officers, and (iv) the recorded accountability for assets items is compared with existing assets the actual levels at reasonable intervals and appropriate action is actions taken with respect to any differences. (iv) MainStreet’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information required to be disclosed by it in its SEC Reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of its chief executive officer and chief financial officer required under the Exchange Act with respect to such reports. MainStreet has disclosed, to its auditors and the audit committee of its Board of Directors and on Section 3.3(e)(iv) of its Disclosure Schedule (i) based on the evaluation of such controls in conjunction with its Quarterly Report on Form 10-Q filed with the SEC for the period ended June 30, 2014, any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect its 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 its internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as of the date hereof. (v) Each of MainStreet’s principal executive officer and principal financial officer (or each former principal executive officer and each former principal financial officer, as applicable) 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 of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”) with respect to its SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. MainStreet is in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on MainStreet.

SEC Filings; Financial Statements; Accounting Controls. (ai) The Holding Company has delivered or made available (including through the SEC XXXXX system) to Parent accurate and complete copies of filed all reports, registration statements, proxy statements and other statements, reportsoffering circulars, schedules, forms and other documents filed by the Company with the SEC or AMEX since December 31, 1996, and all amendments thereto (the "Company SEC Documents"). All statements, reports, schedules, forms schedules and other documents required to have been be filed by it (collectively, the Company “Securities Documents”) with the SEC or AMEX have been so Securities and Exchange Commission (the “SEC”) since June 15, 2016 under the Securities Act and the Exchange Act, and, to the extent such Securities Documents are not available on the SEC’s Electronic Data Gathering Analysis and Retrieval system, made available to Towne copies of such Securities Documents. Holding Company’s Securities Documents, including the financial statements, exhibits and schedules contained therein, (A) at the time filed, complied (and any Securities Documents filed and were prepared and timely filed and complied after the date of this Agreement will comply) in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Exchange Act and all other applicable laws and regulations. As of (B) at the time it was they were filed with the SEC (or, or if amended or superseded by a filing one or more Securities Documents filed prior to the date of this Agreement, then on the date of such filing): ), did not (iand any Securities Documents filed after the date of this Agreement will not) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Securities Documents or necessary in order to make the statements thereinmade in such Securities Documents, in the light of the circumstances under which they were made, not misleading. (bii) The Each of Holding Company’s financial statements contained in or incorporated by reference into any Securities Documents (including any related notesSecurities Documents filed after the date of this Agreement) contained (the “Financial Statements”) complied (or, in the Company SEC Documents: (icase of Securities Documents filed after the date of this Agreement, will comply) complied as to form in all material respects with the published rules and regulations applicable requirements of the SEC applicable Securities Act and the Exchange Act with respect thereto; , fairly presented (iior, in the case of Securities Documents filed after the date of this Agreement, will fairly present) were prepared the consolidated financial position of Holding Company and the Holding Company Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, in each case in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (indicated, except in each case as may be indicated in the notes noted therein, and subject to such financial statements or, in the case of unaudited statements, normal year-end audit adjustments and as permitted by Form 10-Q in the case of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and statements. (iii) fairly present the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of operations and cash flows of the Holding Company and its subsidiaries for the periods covered thereby. (c) The Company has delivered to Parent an unaudited consolidated balance sheet of the Company Bank Subsidiary have devised and its subsidiaries as of June 30, 1999 (the "Company Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholders' equity and statement of cash flows of the Company and its subsidiaries for the six (6) months then ended. The financial statements referred to in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that such financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company and its subsidiaries as of June 30, 1999 and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (d) The Company and each Company Subsidiary maintains maintain a system of accounting “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that that: (i) transactions are executed in accordance with management's general or specific authorization; authorization of their respective Board of Directors and duly authorized executive officers, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with generally accepted accounting principles GAAP consistently applied with respect to institutions such as Holding Company and Bank Subsidiary or other criteria applicable to such financial statements, and to maintain proper accountability for assets; items therein, (iii) access to its properties and assets is permitted only in accordance with management's general or specific authorization; authorization of their respective Board of Directors and duly authorized executive officers, and (iv) the recorded accountability for assets items is compared with existing assets the actual levels at reasonable intervals and appropriate action is actions taken with respect to any differences. (iv) Holding Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information required to be disclosed by it in its Securities Documents is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of its chief executive officer and chief financial officer required under the Exchange Act with respect to such reports. Holding Company has disclosed, to its auditors and the audit committee of its Board of Directors and on Section 3.3(e)(iv) of Holding Company’s Disclosure Schedule (i) based on the evaluation of such controls in conjunction with its Annual Report on Form 10-K filed with the SEC for the period ended December 31, 2016, any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect its 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 its internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as of the date hereof. (v) Each of Holding Company’s principal executive officer and principal financial officer (or each former principal executive officer and each former principal financial officer, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Sxxxxxxx-Xxxxx Act”) with respect to its Securities Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. Holding Company is in compliance with all applicable provisions of the Sxxxxxxx-Xxxxx Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Holding Company.

SEC Filings; Financial Statements; Accounting Controls. (ai) The Holding Company has delivered or made available (including through the SEC XXXXX system) to Parent accurate and complete copies of filed all reports, registration statements, proxy statements and other statements, reportsoffering circulars, schedules, forms and other documents filed by the Company with the SEC or AMEX since December 31, 1996, and all amendments thereto (the "Company SEC Documents"). All statements, reports, schedules, forms schedules and other documents required to have been be filed by it (collectively, the Company “Securities Documents”) with the SEC or AMEX have been so Securities and Exchange Commission (the “SEC”) since December 31, 2011 under the Securities Act and the Exchange Act, and, to the extent such Securities Documents are not available on the SEC’s Electronic Data Gathering Analysis and Retrieval system, made available to Buyer copies of such Securities Documents. Holding Company’s Securities Documents, including the financial statements, exhibits and schedules contained therein, (A) at the time filed, complied (and any Securities Documents filed and were prepared and timely filed and complied after the date of this Agreement will comply) in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Exchange Act and all other applicable laws and regulations. As of (B) at the time it was they were filed with the SEC (or, or if amended or superseded by a filing one or more Securities Documents filed prior to the date of this Agreement, then on the date of such filing): ), did not (iand any Securities Documents filed after the date of this Agreement will not) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Securities Documents or necessary in order to make the statements thereinmade in such Securities Documents, in the light of the circumstances under which they were made, not misleading. (bii) The Each of Holding Company’s financial statements contained in or incorporated by reference into any Securities Documents (including any related notesSecurities Documents filed after the date of this Agreement) contained (the “Financial Statements”) complied (or, in the Company SEC Documents: (icase of Securities Documents filed after the date of this Agreement, will comply) complied as to form in all material respects with the published rules and regulations applicable requirements of the SEC applicable Securities Act and the Exchange Act with respect thereto; , fairly presented (iior, in the case of Securities Documents filed after the date of this Agreement, will fairly present) were prepared the consolidated financial position of Holding Company and the Holding Company Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, in each case in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (indicated, except in each case as may be indicated in the notes noted therein, and subject to such financial statements or, in the case of unaudited statements, normal year-end audit adjustments and as permitted by Form 10-Q in the case of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and statements. (iii) fairly present the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (c) The Company has delivered to Parent an unaudited consolidated balance sheet of the Company and its subsidiaries as of June 30, 1999 (the "Company Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholders' equity and statement of cash flows of the Company and its subsidiaries for the six (6) months then ended. The financial statements referred to in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that such financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company and its subsidiaries as of June 30, 1999 and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (d) The Holding Company and each of the Holding Company Subsidiary Subsidiaries has devised and maintains a system of accounting “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that that: (i) transactions are executed in accordance with management's general or specific authorization; authorization of its Board of Directors and duly authorized executive officers, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with generally accepted accounting principles GAAP consistently applied with respect to institutions such as Holding Company and each of the Holding Company Subsidiaries or other criteria applicable to such financial statements, and to maintain proper accountability for assets; items therein, (iii) access to its properties and assets is permitted only in accordance with management's general or specific authorization; authorization of its Board of Directors and duly authorized executive officers, and (iv) the recorded accountability for assets items is compared with existing assets the actual levels at reasonable intervals and appropriate action is actions taken with respect to any differences. (iv) Holding Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information required to be disclosed by it in its Securities Documents is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of its chief executive officer and chief financial officer required under the Exchange Act with respect to such reports. Holding Company has disclosed, to its auditors and the audit committee of its Board of Directors and on Section 3.3(e)(iv) of Holding Company’s Disclosure Schedule (i) based on the evaluation of such controls in conjunction with its Quarterly Report on Form 10-Q filed with the SEC for the period ended September 30, 2015, any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect its 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 its internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as of the date hereof. (v) Each of Holding Company’s principal executive officer and principal financial officer (or each former principal executive officer and each former principal financial officer, as applicable) 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 of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”) with respect to its Securities Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Holding Company is in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Holding Company.

SEC Filings; Financial Statements; Accounting Controls. (ai) The Company MainStreet has delivered or made available (including through the SEC XXXXX system) to Parent accurate and complete copies of filed all reports, registration statements, proxy statements and other statements, reportsoffering circulars, schedules, forms and other documents filed by the Company with the SEC or AMEX since December 31, 1996, and all amendments thereto (the "Company SEC Documents"). All statements, reports, schedules, forms schedules and other documents required to have been be filed by it (collectively, the Company “SEC Reports”) with the Securities and Exchange Commission (the “SEC”) since December 31, 2010 under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, to the extent such SEC or AMEX have been so Reports are not available on the SEC’s Electronic Data Gathering Analysis and Retrieval system, made available to the other party copies of such SEC Reports. MainStreet’s SEC Reports, including the financial statements, exhibits and schedules contained therein, (A) at the time filed, complied (and any SEC Reports filed and were prepared and timely filed and complied after the date of this Agreement will comply) in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Exchange Act and all other applicable laws and regulations. As of (B) at the time it was they were filed with the SEC (or, or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement, then on the date of such filing): ), did not (iand any SEC Reports filed after the date of this Agreement will not) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinmade in such SEC Reports, in the light of the circumstances under which they were made, not misleading. (bii) The Each of MainStreet’s financial statements contained in or incorporated by reference into any SEC Reports (including any related notesSEC Reports filed after the date of this Agreement) contained (the “Financial Statements”) complied (or, in the Company case of SEC Documents: (iReports filed after the date of this Agreement, will comply) complied as to form in all material respects with the published rules and regulations applicable requirements of the Securities Act and the Exchange Act with respect thereto, fairly presented (or, in the case of SEC applicable thereto; (iiReports filed after the date of this Agreement, will fairly present) were prepared the consolidated financial position of MainStreet and the MainStreet Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, in each case in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (indicated, except in each case as may be indicated in the notes noted therein, and subject to such financial statements or, in the case of unaudited statements, normal year-end audit adjustments and as permitted by Form 10-Q in the case of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and statements. (iii) fairly present the consolidated financial position MainStreet and each of the Company as of the respective dates thereof MainStreet Subsidiaries has devised and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (c) The Company has delivered to Parent an unaudited consolidated balance sheet of the Company and its subsidiaries as of June 30, 1999 (the "Company Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholders' equity and statement of cash flows of the Company and its subsidiaries for the six (6) months then ended. The financial statements referred to in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that such financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company and its subsidiaries as of June 30, 1999 and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (d) The Company and each Company Subsidiary maintains a system of accounting “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that that: (i) transactions are executed in accordance with management's general or specific authorization; authorization of its Board of Directors and duly authorized executive officers, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with generally accepted accounting principles GAAP consistently applied with respect to institutions such as MainStreet and each of the MainStreet Subsidiaries or other criteria applicable to such financial statements, and to maintain proper accountability for assets; items therein, (iii) access to its properties and assets is permitted only in accordance with management's general or specific authorization; authorization of its Board of Directors and duly authorized executive officers, and (iv) the recorded accountability for assets items is compared with existing assets the actual levels at reasonable intervals and appropriate action is actions taken with respect to any differences. (iv) MainStreet’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information required to be disclosed by it in its SEC Reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of its chief executive officer and chief financial officer required under the Exchange Act with respect to such reports. MainStreet has disclosed, to its auditors and the audit committee of its Board of Directors and on Section 3.3(e)(iv) of its Disclosure Schedule (i) based on the evaluation of such controls in conjunction with its Quarterly Report on Form 10-Q filed with the SEC for the period ended June 30, 2014, any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect its 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 its internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as of the date hereof. (v) Each of MainStreet’s principal executive officer and principal financial officer (or each former principal executive officer and each former principal financial officer, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Sxxxxxxx-Xxxxx Act”) with respect to its SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. MainStreet is in compliance with all applicable provisions of the Sxxxxxxx-Xxxxx Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on MainStreet.