Common use of Securities and Banking Reports; Financial Statements Clause in Contracts

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 1996, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1994, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the "Company SEC Reports") and (y) the Federal Reserve Board, the DFI and any other applicable Federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company Reports"). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except (i) for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10-K for the year ended December 31, 1996, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 1996SEC, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Transitional Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, (ii) its Annual Reports on Form 10-K for the fiscal years ended December 31September 30, 1994, 1995 1996 and 19961997, respectively, (iiiii) all proxy statements relating to the Company's meetings of shareholders stockholders (whether annual or special) held since December 31February 14, 19941996, (iiiiv) all Current Reports on Form 8-K filed by the Company with the SEC since December 31February 14, 19941996, (ivv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (iii) above) filed by the Company with the SEC since December 31February 14, 19941996, and (vvi) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31February 14, 1994 1996 (collectively, the "Company SEC Reports") and (y) the Federal Reserve Board, the DFI and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company Reports"). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except (i) for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10-K Q for the year quarter ended December 31, 19961997, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 19961997, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on with respect to the Company and the Company Subsidiaries, taken as a wholeCompany.

Securities and Banking Reports; Financial Statements. (a) The Company Seller and each Company Seller Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC Securities and Exchange Commission (the "SEC") since December 31September 30, 1996, and as of the date of this Agreement have has delivered or made available to Seller, in the form filed with the SEC, Company (i) its Annual Reports on Form 10-K for the fiscal years ended December 31September 30, 1994, 1995 and 1996, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended December 31, 1996, March 31, 1997 and June 30, 1997, (iii) all proxy statements relating to the CompanySeller's meetings of shareholders (whether annual or special) held since December 31September 30, 1994, (iiiiv) all Current Reports on Form 8-K filed by the Company Seller with the SEC since December 31September 30, 1994, (ivv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company Seller with the SEC since December 31September 30, 1994, 1994 and (vvi) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31September 30, 1994 (collectively, the "Company Seller SEC Reports") and (y) the Federal Reserve BoardOTS, the DFI FDIC and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company Seller SEC Reports as the "Company Seller Reports"). The Company Seller Reports, including all Company Seller Reports filed after the date of this Agreement, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Seller SEC Reports, including any Company Seller SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount. (c) Except (i) for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company Seller included in the Company Seller's Form 10-K Q for the year quarter ended December 31June 30, 19961997, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31June 30, 19961997, and (iii) as set forth in Section 3.7 2.7 of the Company Seller Disclosure Schedule, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) ), that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company Seller and the Company Seller Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company Seller and each Company Seller Subsidiary have filed all forms, reports and documents required to be filed with (x1) the SEC since December 31, 1996Securities and Exchange Commission (the "SEC"), and as of the date of this Agreement have has delivered or made available to Seller, in the form filed with the SEC, Company (i) its Annual Quarterly Reports on Form 10-K Q for the fiscal years periods ended December 31June 30, 19941997 and September 30, 1995 and 1996, respectively1997, (ii) all proxy statements relating to the CompanySeller's meetings of shareholders stockholders (whether annual or special) held since December 31, 1994), (iii) all Current Reports on Form 8-K filed by the Company Seller with the SEC since December 31, 1994SEC, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company Seller with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31, 1994 (collectively, the "Company Seller SEC Reports") and (y2) the Federal Reserve BoardOTS, the DFI FDIC and any other applicable Federal federal or state securities or banking authorities authorities, and as of the date of this Agreement has delivered to the Company all such reports filed since January 1, 1993 (all such reports and statements are collectively referred to with the Company Seller SEC Reports as the "Company Seller Reports"). The Company Seller Reports, including all Company Seller Reports filed after the date of this Agreement, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Seller SEC Reports, including any Company Seller SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which adjustments that were not or are not expected to be material in amount. (c) Except (i) for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company Seller included in the Company Seller's Form 10-K Q for the year quarter ended December 31September 30, 19961997, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 19961997, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) ), that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on with respect to the Company and the Company Subsidiaries, taken as a wholeSeller.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC Securities and Exchange Commission (the “SEC”) since December 31, 19962002, and as of the date of this Agreement have delivered or made available to the Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942002, 1995 2003 and 1996, respectively2004, (ii) all proxy statements relating to the Company's ’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942002, (iii) all Current Reports reports on Form 8-K filed by the Company with the SEC since December 31, 19942002, (iv) 1. all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 19942002, and (v) 2. all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 2002 (collectively, the "“Company SEC Reports"”) and (yiv) the FDIC, the OCC, the Federal Reserve Board, the OTS, the DFI and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "“Company Reports"”). The Company Reports, including Reports 1. were prepared in all Company Reports filed after the date of this Agreement, (i) were or will be prepared material respects in accordance with the requirements of applicable Law and (ii) 2. did not at the time they were filed, or will not at after giving effect to any amendment thereto filed prior to the time they are fileddate hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The parties agree that failure of the Company’s Chief Executive Officer or Chief Financial Officer, or individuals performing similar functions, to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. (b) Each of the audited and unaudited consolidated financial statements (including, in each caseif applicable, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have has been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except (i) for any statement therein or omission therefrom which was corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Company SEC Report, and (ii) that any unaudited interim financial statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. , either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three (c3) Except (i) for full fiscal years or during the liabilities that are fully reflected or reserved against on current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the consolidated statement of financial condition of SEC. To the Company’s Knowledge, the Company’s auditors will deliver to the Company included in an unqualified audit opinion with respect to the Company Form 10-K Company’s financial statements as of and for the year ended December 31, 19962005, and unqualified opinions with respect to the effectiveness of the Company’s internal controls and with respect to the assessment of management of the Company regarding the effectiveness of the Company’s internal controls. (c) To the Company’s Knowledge, the Company and each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the regulations promulgated thereunder, as amended (“Xxxxxxxx-Xxxxx”), and (B) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (“NYSE”). With respect to each report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Company with the SEC since December 31, 2002, the Chief Executive Officer and Chief Financial Officer of the Company, or individuals performing similar functions, have made all certifications required by Xxxxxxxx-Xxxxx at the time of such filing, and to the Company’s Knowledge, the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the Company Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or individuals performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. (d) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To the Company’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Company in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Company’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Company that involves management or other employees who have a significant role in internal controls. The Company has made available to the Seller a summary of any such disclosure regarding material weaknesses and fraud made by management to the Company’s auditors and audit committee since December 31, 2003. (e) There are no outstanding loans made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Company, other than loans that are subject to and in compliance with Regulation O under the Federal Reserve Act. (f) Except (i) for those liabilities that are reflected or fully reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2005, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2005, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined that is required to be disclosed on a balance sheet prepared in accordance with all similar liabilities, GAAP that has had, or would reasonably be expected to have, a Company Material Adverse Effect on Effect. (g) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, is of the view that any financial statement included in any registration statement filed by the Company and under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated which has not been restated in subsequent financial statements or that the Company should modify its accounting in future periods in a manner that would have a Company Material Adverse Effect. (h) Since December 31, 2004, none of the Company or the Company Subsidiaries or, to the Company’s Knowledge, any director, officer or employee of the Company or the Company Subsidiaries or any auditor, accountant or representative of the Company or the Company Subsidiaries, taken as has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing the Company or the Company Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Company Subsidiary or any of their officers, directors, employees or agents to the Company’s or any Company Subsidiary’s Board of Directors or any committee thereof or to any director or officer of the Company or any Company Subsidiary. Since December 31, 2004, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, general counsel, individuals performing similar functions, the Company’s or any Company Subsidiary’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) In the ordinary course of business, neither the Seller nor the Seller Subsidiaries are required to file any forms, reports or documents with the Securities and Exchange Commission pursuant to the Exchange Act. (b) The Company Seller and each Company Subsidiary the Seller Subsidiaries have filed filed, and paid all fees and assessments due in connection with, all forms, reports and documents required to be filed with (x) the SEC since December 31, 1996, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1994, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the "Company SEC Reports") and (y) the Federal Reserve Board, the DFI FDIC, any state regulatory authority with jurisdiction over any of the activities of Seller or the Seller Subsidiaries, any self-regulatory organization, and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company “Seller Reports"”). The Company Seller Reports, including all Company Seller Reports filed after from the date of this AgreementAgreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Article VIII, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, after giving effect to any amendment thereto filed prior to the date hereof, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. , except that information as of a later date (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since but before the date of this Agreement Agreement) will be deemed to modify information as of an earlier date. (c) The Seller has provided true and prior complete copies of the following financial statements to or on the Effective TimeCompany: (i) the audited consolidated balance sheet of the Seller as of December 31, 2011, 2012 and 2013, the related audited consolidated statements of earnings for the one-year periods ended December 31, 2011, 2012 and 2013, and the audited statement of stockholders’ equity for the one-year period ended December 31, 2013; (ii) the unaudited consolidated balance sheet of the Seller as of March 31, 2014, the related unaudited consolidated statements of earnings for the three-month period ended March 31, 2014, and the unaudited statement of stockholders’ equity for the three-month period ended March 31, 2014; and (iii) the Report of Condition of Alterra Bank as of December 31, 2011, December 31, 2012, March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013, and March 31, 2014, together with the related Report of Income for the period then ended, together with accompanying schedules, as included in the Call Report of Alterra Bank as of said date as filed with the Federal Reserve Board (collectively, the “Seller Financial Statements”). The Seller Financial Statements are true and correct in all material respects and fairly present the financial position and results of operations of the Seller and the Seller Subsidiaries as of the dates and for the periods then ended. The Seller Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout basis, and the periods involved (except as may be indicated Call Reports have been prepared in accordance with the notes thereto) applicable regulations and each fairly presents the consolidated financial position standards of the Company Federal Reserve Board and the Company Federal Financial Institutions Examination Council. (d) The Seller Financial Statements do not, as of the date thereof, include any material assets or omit to state any material liability, absolute or contingent, or other facts, the inclusion or omission of which renders such financial statements, in light of the circumstances under which they were made, misleading in any material respect. The Seller Financial Statements reflect adequate provision for, or reserves against, the possible credit losses of the Seller and the Seller Subsidiaries as of such dates. The books and records of the respective dates thereof Seller have been, and the consolidated results of its operations are being, maintained in all material respects in accordance with applicable legal requirements and changes in financial position for the periods indicatedwith GAAP and reflect only actual transactions, except that any unaudited interim financial statements were to the extent required by applicable Law or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amountaccounting requirements. (ce) Except (i) for the those liabilities that are fully reflected or fully reserved against on the audited consolidated statement of financial condition balance sheet of the Company included in the Company Form 10-K for the year ended Seller as of December 31, 19962013, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2013, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) ), that is required to be disclosed on a balance sheet prepared in accordance with GAAP and that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Seller Material Adverse Effect on Effect. (f) Since December 31, 2013, neither the Company and Seller nor the Company Seller Subsidiaries nor, to Seller’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Seller or the Seller Subsidiaries, taken as has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Seller or the Seller Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Seller or the Seller Subsidiaries has engaged in questionable accounting or auditing practices. To Seller’s Knowledge, no attorney representing the Seller or the Seller Subsidiaries, whether or not employed by the Seller or the Seller Subsidiaries, has reported evidence of a wholematerial violation of securities Laws, breach of fiduciary duty or similar violation by the Seller, the Seller Subsidiaries, or any of their respective officers, directors, employees or agents to the Seller’s or Seller Subsidiaries’ Boards of Directors or any committee thereof or to any director or officer of the Seller or the Seller Subsidiaries. Since December 31, 2013, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, the Seller’s or the Seller Subsidiaries’ Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 1996, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1994, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the "Company SEC Reports") and (y) the Federal Reserve Board, the DFI and any other applicable Federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company Reports"). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10-K for the year ended December 31, 1996, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company Seller and each Company Seller Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 19962002, and as of the date of this Agreement have has delivered or made available to Seller, in the form filed with the SEC, Company (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942002, 1995 2003 and 19962004, respectively, (ii) all proxy statements relating to the Company's Seller’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942002, (iii) all Current Reports on Form 8-K filed by the Company Seller with the SEC since December 31, 19942002, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company Seller with the SEC since December 31, 1994, 2002 and (v) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31, 1994 2002 (collectively, the "Company “Seller SEC Reports"”) and (y) the Federal Reserve Board, the DFI FDIC, the Kansas Office of the State Bank Commissioner, the Missouri Division of Finance, the Oklahoma Office of State Finance, the Florida Office of Financial Regulation and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company “Seller Reports"”). The Company Reports, including all Company Seller Reports filed after the date of this Agreement, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at after giving effect to any amendment thereto filed prior to the time they are fileddate hereof, contain any untrue statement of a material fact or omit 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, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The parties agree that failure of the Seller’s Chief Executive Officer or Chief Financial Officer to provide any certification required to be filed with any document filed in any Seller SEC Report shall constitute an event that has a Seller Material Adverse Effect. (b) Each of the audited and unaudited consolidated financial statements (including, in each caseif applicable, any related notes thereto) contained in the Company SEC Reports, including any Company Seller SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except (i) for any statement therein or omission therefrom which were corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Seller SEC Report, and (ii) that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except (i) for the liabilities that are fully reflected , either individually or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10aggregate. The Seller has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. To Seller’s Knowledge, the Seller’s auditors will deliver to the Seller an unqualified audit opinion with respect to the Seller’s financial statements as of and for the year ended December 31, 19962005, and unqualified opinions with respect to the effectiveness of the Seller’s internal controls and with respect to the assessment of management of the Seller regarding the effectiveness of the Seller’s internal controls. (c) The Seller has made available to the Company a complete copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, to (i) the Seller SEC Reports filed prior to the date hereof, and (ii) contracts which previously have been filed by the Seller with the SEC pursuant to the Securities Act and Exchange Act (together with the Seller SEC Reports, the “Seller SEC Documents”). The Seller has timely responded to all comment letters and other correspondence of the staff of the SEC relating to the SEC Documents, and the SEC has not advised the Seller that any final responses are inadequate, insufficient or otherwise non-responsive. The Seller has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Seller and any of the Seller Subsidiaries, on the other, occurring since January 1, 2002 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date hereof. To Seller’s Knowledge, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (d) To Seller’s Knowledge, the Seller and each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 (“Sxxxxxxx-Xxxxx”), including, without limitation, Section 404 thereof, and any related rules and regulations promulgated by the SEC thereunder and (B) the applicable listing and corporate governance rules and regulations of The Nasdaq National Market (“Nasdaq”). With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Seller with the SEC since December 31, 2002, the Chief Executive Officer and Chief Financial Officer of the Seller have made all certifications required by Sections 302 and 906 of Sxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and the statements contained in each such certification were true and correct when made. Further, the Seller has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Seller and the Seller Subsidiaries required to be disclosed by the Seller in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Seller’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Seller required by Section 302 of Sxxxxxxx-Xxxxx with respect to such reports. For purposes of this agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Sxxxxxxx-Xxxxx. (e) The Seller has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To Seller’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Seller’s financial reporting and the preparation of the Seller’s financial statements for external purposes in accordance with GAAP. The Seller has disclosed, based on its evaluation of internal controls prior to the date hereof, to the Seller’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Seller in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Seller’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Seller that involves management or other employees who have a significant role in internal controls. The Seller has made available to the Company a summary of any such disclosure regarding material weaknesses and fraud made by management to the Seller’s auditors and audit committee since December 31, 2002. For purposes of this agreement, a “significant deficiency” in controls means a control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in controls means a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. (f) There are no outstanding loans made by the Seller or any Seller Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Seller, other than loans that are subject to Regulation O under the Federal Reserve Act. (g) Except (i) for those liabilities that are reflected or fully reserved against on the consolidated balance sheet of the Seller as of September 30, 2005, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2005, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) ), that are required to be disclosed on a balance sheet prepared in accordance with GAAP, that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Seller Material Adverse Effect on Effect. (h) The Seller has not been notified by its independent registered public accounting firm or by the Company and staff of the Company SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any Seller SEC Report should be restated which has not been restated in a subsequent Seller SEC Report that was filed prior to the date of this Agreement, or that the Seller should modify its accounting in future periods in a manner that would have a Seller Material Adverse Effect. (i) Since January 1, 2005, neither the Seller nor the Seller Subsidiaries nor, to Seller’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Seller or the Seller Subsidiaries, taken as has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Seller or the Seller Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Seller or the Seller Subsidiaries has engaged in questionable accounting or auditing practices. To Seller’s Knowledge, no attorney representing the Seller or the Seller Subsidiaries, whether or not employed by the Seller or the Seller Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Seller or any of its officers, directors, employees or agents to the Seller’s Board of Directors or any committee thereof or to any director or officer of the Seller. Since January 1, 2005, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, the Seller’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (ai) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x1) the SEC since December 31, 19962002, and as of the date of this Agreement have delivered or made available to the Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942002, 1995 2003 and 1996, respectively2004, (ii) all proxy statements relating to the Company's ’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942002, (iii) all Current Reports reports on Form 8-K filed by the Company with the SEC since December 31, 19942002, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 19942002, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 2002 (collectively, the "“Company SEC Reports") ”); and (y2) the FDIC, the Federal Reserve Board, the DFI IDFPR and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "“Company Reports"”). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law Law, and (ii) did not at the time they were filed, or will not at after giving effect to any amendment thereto filed prior to the time they are fileddate hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The Company meets the requirements for the use of Form S-3, as set forth in the general instructions for Form S-3. (bii) Each of the audited and unaudited consolidated financial statements (including, in each caseif applicable, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have has been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and changes in financial position their cash flows for the periods indicated, except (i) for any statement therein or omission therefrom which was corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Company SEC Report, and (ii) that any unaudited interim financial statements do not contain all of the disclosures required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except (i) for , either individually or in the liabilities that are fully reflected or reserved against on aggregate. To the consolidated statement of financial condition of Company’s Knowledge, the Company’s auditors will deliver to the Company included in an unqualified audit opinion with respect to the Company Form 10-K Company’s financial statements as of and for the year ended December 31, 19962005, and unqualified opinions with respect to the effectiveness of the Company’s internal controls and with respect to the assessment of management of the Company regarding the effectiveness of the Company’s internal controls. (iiiii) for To the liabilities incurred Company’s Knowledge, the Company and each of its officers and directors have complied in all material respects with (A) the ordinary course applicable provisions of business consistent with past practice since December 31the Exchange Act, 1996including the Sxxxxxxx-Xxxxx Act of 2002 and the regulations promulgated thereunder, as amended, and (iiiB) as set forth in Section 3.7 the applicable listing and corporate governance rules and regulations of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a wholeThe Nasdaq Stock Market.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC Securities and Exchange Commission (the “SEC”) since December 31, 19962003, and as of the date of this Agreement have delivered or made available to the Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942003, 1995 2004 and 1996, respectively2005, (ii) all proxy statements relating to the Company's ’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942003, (iii) all Current Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 31, 2003, (iv) all reports on Form 8-K filed by the Company with the SEC since December 31, 19942003, (ivv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 19942003, and (vvi) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 2003 (collectively, the "“Company SEC Reports"”) and (y) the FDIC, the OCC, the Federal Reserve Board, the OTS, the DFI and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "“Company Reports"”). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at after giving effect to any amendment thereto filed prior to the time they are fileddate hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The parties agree that failure of the Company’s Chief Executive Officer or Chief Financial Officer, or individuals performing similar functions, to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. (b) Each To the Company’s Knowledge, the Company and each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Sxxxxxxx-Xxxxx and (B) the applicable listing and corporate governance rules and regulations of the consolidated financial NYSE. With respect to each report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Company with the SEC since December 31, 2003, the Chief Executive Officer and Chief Financial Officer of the Company, or individuals performing similar functions, have made all certifications required by Sxxxxxxx-Xxxxx at the time of such filing, and to the Company’s Knowledge, the statements (including, contained in each casesuch certification were true and correct when made. Further, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the date of this Agreement Exchange Act) that are reasonably designed to ensure that material information (both financial and prior non-financial) relating to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company and the Company Subsidiaries as required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the respective dates thereof SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or individuals performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the consolidated results principal financial officer of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject Company required by Section 302 of Sxxxxxxx-Xxxxx with respect to normal and recurring year-end adjustments, which were not or are not expected to be material in amountsuch reports. (c) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To the Company’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Company in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Company’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Company that involves management or other employees who have a significant role in internal controls. (d) There are no outstanding loans made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Company, other than loans that are subject to and that were made and continue to be in compliance with Regulation O under the Federal Reserve Act. (e) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition balance sheet of the Company included in the Company Company’s Quarterly Report on Form 10-K Q for the year period ended December 31September 30, 19962006, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2006, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined that is required to be disclosed on a balance sheet prepared in accordance with all similar liabilities, GAAP that has had, or would reasonably be expected to have, a Company Material Adverse Effect on Effect. (f) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, is of the view that any financial statement included in any registration statement filed by the Company and under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated which has not been restated in subsequent financial statements or that the Company should modify its accounting in future periods in a manner that would have a Company Material Adverse Effect. (g) Since January 1, 2006, none of the Company, the Company Subsidiaries, taken as any director, officer or employee of the Company or the Company Subsidiaries or, to the Company’s Knowledge, any auditor, accountant or representative of the Company or the Company Subsidiaries, has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing the Company or the Company Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Company Subsidiary or any of their officers, directors, employees or agents to the Company’s or any Company Subsidiary’s Board of Directors or any committee thereof or to any director or officer of the Company or any Company Subsidiary. Since January 1, 2006, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, general counsel, the Company’s or any Company Subsidiary’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) The Company BSB and each Company Subsidiary the BSB Subsidiaries have filed filed, except as set for in Schedule 2.07 of the BSB Disclosure Schedule, all material forms, reports reports, registrations, statements and documents documents, together with any amendments required to be made with respect thereto that were required to be filed since January 1, 1995 with (xi) the SEC since December 31, 1996, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC(ii)(A) any self regulatory organization ("SRO"), (iB) its Annual Reports on Form 10-K for the fiscal years ended December 31any other federal, 1994, 1995 and 1996, respectively, state or foreign governmental or regulatory agency or authority (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company collectively with the SEC since December 31and the SROs, 1994, "Regulatory Agencies") and (ivC) all other reports or registration and statements (other than Quarterly Reports on Form 10-Q not referred to the filings made with the entities listed in clause subclause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements being referred to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the as "Company SEC Other Reports") and (y) the Federal Reserve Board, the DFI required to be filed by BSB and any other applicable Federal BSB Subsidiary since January 1, 1995, and paid all fees and assessments due and payable in connection therewith, except, in the case of the Other Reports, where failure to file such form, report, registration, statement or state securities document or banking authorities pay such fees and assessments would not, either individually or in the aggregate, have a Material Adverse Effect on BSB and the BSB Subsidiaries, taken as a whole (all such reports forms, reports, registrations, statements and statements documents are collectively referred to with the Company SEC Reports as the "Company BSB Reports"). The Company BSB Reports, including all Company BSB Reports filed after the date of this Agreement, (i) were were, or will be be, prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in any filings with the Company SEC since January 1, 1995 (the "BSB SEC Reports"), including any Company BSB SEC Reports filed since the date of this Agreement and prior to or on at the Effective Time, have been been, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents presents, or will fairly present, in all material respects, the consolidated financial position of the Company BSB and the Company BSB Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount. (c) Except as and to the extent set forth on the consolidated balance sheet of BSB and the BSB Subsidiaries as of December 31, 1999, including all notes thereto (the "BSB Balance Sheet"), neither BSB nor any BSB Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for (i) for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10-K for the year ended December 31, 1996, (ii) for the liabilities obligations incurred in the ordinary course of business consistent with past practice since December 31, 1996, 1999 and (iiiii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent liabilities or otherwise and whether due or to become due) thatobligations that would not, either alone individually or when combined with all similar liabilitiesin the aggregate, has had, or would reasonably be expected to have, have a Material Adverse Effect on the Company BSB and the Company BSB Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company Seller and each Company Seller Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC Securities and Exchange Commission (“SEC”) since December 31, 19962004, and and, as of the date of this Agreement have Agreement, has delivered or made available to Seller, in the form filed with the SEC, Company (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942004, 1995 2005 and 19962006, respectively, (ii) all proxy statements relating to the Company's Seller’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942004, (iii) all Current Quarterly Reports on Form 10-Q filed by the Seller with the SEC since December 31, 2004, (iv) all Reports on Form 8-K filed by the Company Seller with the SEC since December 31, 19942004, (ivv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company Seller with the SEC since December 31, 19942004, and (vvi) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31, 1994 2004 (collectively, the "Company “Seller SEC Reports"”) and (y) the Federal Reserve Board, the DFI FDIC, the OCC and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company “Seller Reports"”). The Company Seller Reports, including all Company Seller Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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. The parties agree that failure of the Seller’s Chief Executive Officer or Chief Financial Officer to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Seller Material Adverse Effect. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Seller SEC Reports, including any Company Seller SEC Reports filed since after the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Seller has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. (c) The Seller has made available to the Company a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, to (i) the Seller SEC Reports filed prior to the date hereof, and (ii) Contracts which previously have been filed by the Seller with the SEC pursuant to the Securities Act and Exchange Act (together with the Seller SEC Reports, the “Seller SEC Documents”). The Seller has timely responded to all comment letters and other correspondence of the staff of the SEC relating to the Seller SEC Documents, and the SEC has not advised the Seller that any final responses are inadequate, insufficient or otherwise non-responsive. The Seller has made available to the Company complete and correct copies of all correspondence between the SEC, on the one hand, and the Seller and any of the Seller Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date hereof. To the Seller’s Knowledge, none of the Seller SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (d) The Seller and, to the Seller’s Knowledge, each of its officers and directors, are in compliance with and have complied in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder, as amended (“Xxxxxxxx-Xxxxx”), including, without limitation, Section 404 thereof and (B) the applicable listing and corporate governance rules and regulations of the NASDAQ Stock Market LLC. With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Seller with the SEC since December 31, 2004, the Chief Executive Officer and Chief Financial Officer of the Seller have made all certifications required by Sections 302 and 906 of Xxxxxxxx-Xxxxx at the time of such filing, and the statements contained in each such certification were true and correct. Further, the Seller has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Seller and the Seller Subsidiaries required to be disclosed by the Seller in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Seller’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Seller required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Xxxxxxxx-Xxxxx. (e) The Seller has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To the Seller’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Seller’s financial reporting and the preparation of the Seller’s financial statements for external purposes in accordance with GAAP. The Seller has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Seller’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Seller in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Seller’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Seller that involves management or other employees who have a significant role in internal controls. The Seller has made available to the Company a summary of any such disclosure regarding material weaknesses and fraud made by management to the Seller’s auditors and audit committee since December 31, 2004. For purposes of this Agreement, a “significant deficiency” in controls means an internal control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in internal controls means a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. (f) There are no outstanding loans made by the Seller or any Seller Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Seller, other than loans that are subject to and that were made and continue to be in compliance with Regulation O under the Federal Reserve Act. (g) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition balance sheet of the Company Seller included in the Company Seller’s Quarterly Report on Form 10-K Q for the year period ended December March 31, 19962007, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December March 31, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2007, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined that is required to be disclosed on a balance sheet prepared in accordance with all similar liabilities, GAAP that has had, or would reasonably be expected to have, a Seller Material Adverse Effect on Effect. (h) The Seller has not been notified by its independent registered public accounting firm or by the Company and staff of the Company SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Seller under the Securities Act or any periodic or current report filed by the Seller under the Exchange Act should be restated, or that the Seller should modify its accounting in future periods in a manner that would have, or would be reasonably expected to have, a Seller Material Adverse Effect. (i) Since December 31, 2006, none of the Seller, the Seller Subsidiaries, taken as any executive officer of the Seller or, to the Seller’s Knowledge, any auditor, accountant or representative of the Seller or the Seller Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Seller or the Seller Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Seller or any Seller Subsidiary has engaged in questionable accounting or auditing practices. To the Seller’s Knowledge, no attorney representing the Seller or the Seller Subsidiaries, whether or not employed by the Seller or the Seller Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Seller, any Seller Subsidiary or any of their officers, directors, employees or agents to the Seller’s or any Seller Subsidiary’s Board of Directors or any committee thereof or to any director or officer of the Seller or any Seller Subsidiary. Since December 31, 2006, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, individuals performing similar functions, general counsel, the Seller’s or any Seller Subsidiary’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) The Company Seller and each Company Seller Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC Securities and Exchange Commission (the "SEC") since December 31June 30, 1996, and as of the date of this Agreement have has delivered or made available to Seller, in the form filed with the SEC, Company (i) its Annual Reports on Form 10-K for the fiscal years ended December 31June 30, 1994, 1995 and 1996, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended September 30, 1996 and December 31, 1996, (iii) all proxy statements relating to the CompanySeller's meetings of shareholders (whether annual or special) held since December 31June 30, 1994, (iiiiv) all Current Reports on Form 8-K filed by the Company Seller with the SEC since December 31June 30, 1994, (ivv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC , since December 31June 30, 1994, ) and (vvi) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31June 30, 1994 (collectively, the "Company Seller SEC Reports") and (y) the Federal Reserve Board, the DFI and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company Seller SEC Reports as the "Company Seller Reports"). The Company Seller Reports, including all Company Seller Reports filed after the date of this Agreement, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Seller SEC Reports, including any Company Seller SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount. (c) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company Seller included in the Company Seller's Form 10-K Q for the year quarter ended December 31, 1996, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1996, and (iii) as set forth in Section 3.7 2.7 of the Company Seller Disclosure Schedule, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) ), that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company Seller and the Company Seller Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports reports, schedules and documents required to be filed with (x) the SEC since December 31, 1996, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1994, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 2011 (collectively, the "“Company SEC Reports"”) and (y) the FDIC, the Federal Reserve Board, the DFI WDFI and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "“Company Reports"”). The Company Reports, including all Company Reports filed after from the date of this AgreementAgreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Article VIII, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law Law, and (ii) did not at the time they were filed, after giving effect to any amendment thereto filed prior to the date hereof, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The Parties agree that the failure of the Company's Chief Executive Officer or Chief Financial Officer to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. (b) Each of the audited and unaudited consolidated financial statements (including, in each caseif applicable, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except (i) for any statement therein or omission therefrom which were corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Company SEC Report filed prior to the date hereof, and (ii) that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. (c) To the Company’s Knowledge, the Company and each of its officers and directors are in compliance with and have complied in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and any related rules and regulations promulgated by the SEC thereunder, and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Company with the SEC since December 31, 2011, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s Knowledge, the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Xxxxxxxx-Xxxxx. (d) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“Internal Controls”). To the Company’s Knowledge, based on its evaluation of Internal Controls prior to the date hereof, such Internal Controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of Internal Controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Company in the design or operation of Internal Controls which are reasonably likely to adversely affect in a material respect the Company’s ability to record, process, summarize, and report financial information, and (ii) any material fraud known to the Company that involves management or other employees who have a significant role in internal controls. For purposes of this Agreement, a “significant deficiency” in Internal Controls means an internal control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in Internal Controls means a significant deficiency or a combination of significant deficiencies, that results in more than a remote likelihood that a material adverse misstatement of the annual or interim financial statements will not be prevented or detected. (e) There are no outstanding loans made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Company, other than loans that are subject to and in compliance with Regulation O under the Federal Reserve Act. (f) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition balance sheet of the Company included in the Company Company’s Annual Report on Form 10-K for the year ended December 31, 19962014 or described in the notes thereto, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 19962014, and (iii) as set forth in Section 3.7 of the Company Disclosure Scheduleliabilities or obligations that arise under this Agreement, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent contingent, or otherwise and whether due or to become due) ), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Company Material Adverse Effect on Effect. (g) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company and under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Company Material Adverse Effect. (h) Since December 31, 2014, neither the Company nor the Company Subsidiaries nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant, or representative of the Company or the Company Subsidiaries, taken as has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies, or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s Knowledge, no attorney representing the Company or the Company Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Company or any Company Subsidiary or any of their respective officers, directors, employees, or agents to the Company’s or any Company Subsidiary's Board of Directors or any committee thereof or to any director or officer of the Company or any Company Subsidiary. Since December 31, 2014, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, general counsel, the Company’s or any Company Subsidiary's Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 19962000, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19941999, 1995 2000 and 19962001, respectively, (ii) all proxy statements relating to the Company's ’s meetings of shareholders (whether annual or special) held since December 31, 19941999, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 19941999, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 19941999, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 1999 (collectively, the "“Company SEC Reports"”) and (y) the FDIC, the OCC, the Federal Reserve Board, the OTS, the DFI and any other applicable Federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "“Company Reports"”). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Company’s Annual Report on Form 10-K for the year period ended December 31, 19962001, as amended, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 19962001, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 1996, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1994, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the "Company SEC Reports") and (y) the Federal Reserve Board, the DFI and any other applicable Federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company Reports"). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in any filings with the Company SEC since January 1, 1995 (the "Associated SEC Reports"), including any Company Associated SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been been, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as they may be indicated in the notes thereto) and each fairly presents presents, or will fairly present, in all material respects, the consolidated financial position of the Company Associated and the Company Associated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount. (c) Except (i) for as and to the liabilities that are fully reflected or reserved against extent set forth on the consolidated statement balance sheet of financial condition Associated and the Associated Subsidiaries as of the Company included in the Company Form 10-K for the year ended December 31, 1996, including all notes thereto (iithe "Associated Balance Sheet"), neither Associated nor any Associated Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for (i) for the liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1996, 1996 and (iiiii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent liabilities or otherwise and whether due or to become due) thatobligations that would not, either alone individually or when combined with all similar liabilitiesin the aggregate, has had, or would reasonably be expected to have, have a Material Adverse Effect on the Company Associated and the Company Associated Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company Seller and each Company Seller Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 19962003, and and, as of the date of this Agreement have Agreement, has delivered or made available to Seller, in the form filed with the SEC, Company (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942003, 1995 2004 and 19962005, respectively, (ii) all proxy statements relating to the Company's Seller’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942003, (iii) all Current Quarterly Reports on Form 10-Q filed by the Seller with the SEC since December 31, 2003, (iv) all Reports on Form 8-K filed by the Company Seller with the SEC since December 31, 19942003, (ivv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company Seller with the SEC since December 31, 19942003, and (vvi) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31, 1994 2003 (collectively, the "Company “Seller SEC Reports"”) and (y) the Federal Reserve Board, the DFI FDIC, the Florida Office of Financial Regulation and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company “Seller Reports"”). The Company Seller Reports, including all Company Seller Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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. The parties agree that failure of the Seller’s Chief Executive Officer or Chief Financial Officer to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Seller Material Adverse Effect. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Seller SEC Reports, including any Company Seller SEC Reports filed since after the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Seller has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. To the Seller’s Knowledge, the Seller’s auditors will deliver to the Seller an unqualified audit opinion with respect to the Seller’s financial statements as of and for the year ending December 31, 2006. (c) The Seller has made available to the Company a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, to (i) the Seller SEC Reports filed prior to the date hereof, and (ii) Contracts which previously have been filed by the Seller with the SEC pursuant to the Securities Act and Exchange Act (together with the Seller SEC Reports, the “Seller SEC Documents”). The Seller has timely responded to all comment letters and other correspondence of the staff of the SEC relating to the SEC Documents, and the SEC has not advised the Seller that any final responses are inadequate, insufficient or otherwise non-responsive. The Seller has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Seller and any of the Seller Subsidiaries, on the other hand, occurring since January 1, 2003 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date hereof. To the Seller’s Knowledge, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (d) The Seller and, to the Seller’s Knowledge, each of its officers and directors, are in compliance with and have complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder, as amended (“Xxxxxxxx-Xxxxx”), including, without limitation, Section 404 thereof. With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Seller with the SEC since December 31, 2003, the Chief Executive Officer and Chief Financial Officer of the Seller have made all certifications required by Sections 302 and 906 of Xxxxxxxx-Xxxxx at the time of such filing, and the statements contained in each such certification were true and correct. Further, the Seller has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Seller and the Seller Subsidiaries required to be disclosed by the Seller in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Seller’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Seller required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Xxxxxxxx-Xxxxx. (e) The Seller has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To the Seller’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Seller’s financial reporting and the preparation of the Seller’s financial statements for external purposes in accordance with GAAP. The Seller has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Seller’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Seller in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Seller’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Seller that involves management or other employees who have a significant role in internal controls. The Seller has made available to the Company a summary of any such disclosure regarding material weaknesses and fraud made by management to the Seller’s auditors and audit committee since December 31, 2003. For purposes of this Agreement, a “significant deficiency” in controls means a control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in controls means a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. (f) There are no outstanding loans made by the Seller or any Seller Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Seller, other than loans that are subject to and that were made and continue to be in compliance with Regulation O under the Federal Reserve Act. (g) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement balance sheet as of financial condition of the Company included in the Company Form 10-K for the year ended December 31September 30, 19962006, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2006, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined that is required to be disclosed on a balance sheet prepared in accordance with all similar liabilities, GAAP that has had, or would reasonably be expected to have, a Seller Material Adverse Effect on Effect. (h) The Seller has not been notified by its independent registered public accounting firm or by the Company and staff of the Company SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Seller under the Securities Act or any periodic or current report filed by the Seller under the Exchange Act should be restated, or that the Seller should modify its accounting in future periods in a manner that would have, or would be reasonably expected to have, a Seller Material Adverse Effect. (i) Since January 1, 2006, none of the Seller, the Seller Subsidiaries, taken as any director, officer or employee of the Seller or the Seller Subsidiaries or, to the Seller’s Knowledge, any auditor, accountant or representative of the Seller or the Seller Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Seller or the Seller Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Seller or any Seller Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing the Seller or the Seller Subsidiaries, whether or not employed by the Seller or the Seller Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Seller, any Seller Subsidiary or any of their officers, directors, employees or agents to the Seller’s or any Seller Subsidiary’s Board of Directors or any committee thereof or to any director or officer of the Seller or any Seller Subsidiary. Since January 1, 2006, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, individuals performing similar functions, general counsel, the Seller’s or any Seller Subsidiary’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) In the ordinary course of business, neither the Seller nor the Seller Subsidiaries are required to file any forms, reports, or documents with the Securities and Exchange Commission pursuant to the Exchange Act. (b) The Company Seller and each Company Subsidiary the Seller Subsidiaries have filed filed, and paid all fees and assessments due in connection with, all forms, reports reports, and documents required to be filed with (x) the SEC since December 31, 1996, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1994, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the "Company SEC Reports") and (y) the Federal Reserve Board, the DFI FDIC, any state regulatory authority with jurisdiction over any of the activities of Seller or the Seller Subsidiaries, any self-regulatory organization, and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company “Seller Reports"”). The Company Seller Reports, including all Company Seller Reports filed after from the date of this AgreementAgreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Article VIII, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, after giving effect to any amendment thereto filed prior to the date hereof, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. , except that information as of a later date (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since but before the date of this Agreement and prior Agreement) will be deemed to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company and the Company Subsidiaries modify information as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amountan earlier date. (c) Except The Seller has provided true and complete copies of the following internally prepared financial statements to the Company: (i) the unaudited consolidated balance sheet of the Seller as of December 31, 2012, 2013, and 2014, the related unaudited consolidated statements of earnings for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10one-K for the year periods ended December 31, 19962012, (ii) 2013, and 2014, and the unaudited statement of shareholders’ equity for the liabilities incurred in the ordinary course of business consistent with past practice since one-year period ended December 31, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole.2014;

Securities and Banking Reports; Financial Statements. (a) The Company Seller and each Company Seller Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC Securities and Exchange Commission (“SEC”) since December 31, 19962004, and and, as of the date of this Agreement have Agreement, has delivered or made available to Seller, in the form filed with the SEC, Company (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942004, 1995 2005 and 19962006, respectively, (ii) all proxy statements relating to the Company's Seller’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942004, (iii) all Current Quarterly Reports on Form 10-Q filed by the Seller with the SEC since December 31, 2004, (iv) all Reports on Form 8-K filed by the Company Seller with the SEC since December 31, 19942004, (ivv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company Seller with the SEC since December 31, 19942004, and (vvi) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31, 1994 2004 (collectively, the "Company “Seller SEC Reports"”) and (y) the Federal Reserve Board, the DFI FDIC, the OCC and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company “Seller Reports"”). The Company Seller Reports, including all Company Seller Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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. The parties agree that failure of the Seller’s Chief Executive Officer or Chief Financial Officer to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Seller Material Adverse Effect. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Seller SEC Reports, including any Company Seller SEC Reports filed since after the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Seller has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. (c) The Seller has made available to the Company a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, to (i) the Seller SEC Reports filed prior to the date hereof, and (ii) Contracts which previously have been filed by the Seller with the SEC pursuant to the Securities Act and Exchange Act (together with the Seller SEC Reports, the “Seller SEC Documents”). The Seller has timely responded to all comment letters and other correspondence of the staff of the SEC relating to the Seller SEC Documents, and the SEC has not advised the Seller that any final responses are inadequate, insufficient or otherwise non-responsive. The Seller has made available to the Company complete and correct copies of all correspondence between the SEC, on the one hand, and the Seller and any of the Seller Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date hereof. To the Seller’s Knowledge, none of the Seller SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (d) The Seller and, to the Seller’s Knowledge, each of its officers and directors, are in compliance with and have complied in all material respects with (A) the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder, as amended (“Sxxxxxxx-Xxxxx”), including, without limitation, Section 404 thereof and (B) the applicable listing and corporate governance rules and regulations of the NASDAQ Stock Market LLC. With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Seller with the SEC since December 31, 2004, the Chief Executive Officer and Chief Financial Officer of the Seller have made all certifications required by Sections 302 and 906 of Sxxxxxxx-Xxxxx at the time of such filing, and the statements contained in each such certification were true and correct. Further, the Seller has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Seller and the Seller Subsidiaries required to be disclosed by the Seller in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Seller’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Seller required by Section 302 of Sxxxxxxx-Xxxxx with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Sxxxxxxx-Xxxxx. (e) The Seller has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To the Seller’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Seller’s financial reporting and the preparation of the Seller’s financial statements for external purposes in accordance with GAAP. The Seller has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Seller’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Seller in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Seller’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Seller that involves management or other employees who have a significant role in internal controls. The Seller has made available to the Company a summary of any such disclosure regarding material weaknesses and fraud made by management to the Seller’s auditors and audit committee since December 31, 2004. For purposes of this Agreement, a “significant deficiency” in controls means an internal control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in internal controls means a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. (f) There are no outstanding loans made by the Seller or any Seller Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Seller, other than loans that are subject to and that were made and continue to be in compliance with Regulation O under the Federal Reserve Act. (g) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition balance sheet of the Company Seller included in the Company Seller’s Quarterly Report on Form 10-K Q for the year period ended December March 31, 19962007, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December March 31, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2007, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined that is required to be disclosed on a balance sheet prepared in accordance with all similar liabilities, GAAP that has had, or would reasonably be expected to have, a Seller Material Adverse Effect on Effect. (h) The Seller has not been notified by its independent registered public accounting firm or by the Company and staff of the Company SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Seller under the Securities Act or any periodic or current report filed by the Seller under the Exchange Act should be restated, or that the Seller should modify its accounting in future periods in a manner that would have, or would be reasonably expected to have, a Seller Material Adverse Effect. (i) Since December 31, 2006, none of the Seller, the Seller Subsidiaries, taken as any executive officer of the Seller or, to the Seller’s Knowledge, any auditor, accountant or representative of the Seller or the Seller Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Seller or the Seller Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Seller or any Seller Subsidiary has engaged in questionable accounting or auditing practices. To the Seller’s Knowledge, no attorney representing the Seller or the Seller Subsidiaries, whether or not employed by the Seller or the Seller Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Seller, any Seller Subsidiary or any of their officers, directors, employees or agents to the Seller’s or any Seller Subsidiary’s Board of Directors or any committee thereof or to any director or officer of the Seller or any Seller Subsidiary. Since December 31, 2006, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, individuals performing similar functions, general counsel, the Seller’s or any Seller Subsidiary’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) The Company Seller and each Company Seller Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC Securities and Exchange Commission (the "SEC") since December 31, 19962000, and as of the date of this Agreement have has delivered or made available to Seller, in the form filed with the SEC, Company (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19941998, 1995 1999 and 19962000, respectively, (ii) all proxy statements relating to the CompanySeller's meetings of shareholders (whether annual or special) held since December 31, 19941998, (iii) all Current Reports on Form 8-K filed by the Company Seller with the SEC since December 31, 19941998, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994, 1998 and (v) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31, 1994 1998 (collectively, the "Company Seller SEC Reports") and (y) the OCC, the Federal Reserve Board, the DFI and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company Seller SEC Reports as the "Company Seller Reports"). The Company Seller Reports, including all Company Seller Reports filed after the date of this Agreement, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Seller SEC Reports, including any Company Seller SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition balance sheet of the Company Seller included in the Company Seller's Form 10-K for the fiscal year ended December 31, 19962000, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 19962000, and (iii) as set forth in Section 3.7 2.7 of the Company Seller Disclosure Schedule, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) ), that, either alone or when combined with all similar other undisclosed liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company Seller and the Company Seller Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company FFC and each Company Subsidiary the FFC Subsidiaries have filed all material forms, reports registrations, statements and documents documents, together with any amendments required to be made with respect thereto that were required to be filed since January 1, 1995 with (x) the SEC since December 31, 1996, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 Securities and 1996, respectivelyExchange Commission (the "SEC") and (ii)(A) any SRO, (iiB) all proxy statements relating to the Company's meetings of shareholders any other federal, state or foreign governmental or regulatory agency or authority (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company collectively with the SEC since December 31and the SROs, 1994, "Regulatory Agencies") and (ivC) all other reports or registration and statements (other than Quarterly Reports on Form 10-Q not referred to the filings made with the entities listed in clause subclause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements being referred to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the as "Company SEC Other Reports") and (y) the Federal Reserve Board, the DFI required to be filed by FFC and any other applicable Federal FFC Subsidiary since January 1, 1995, and paid all fees and assessments due and payable in connection therewith, except, in the case of the Other Reports, where failure to file such form, report, registration, statement or state securities document or banking authorities pay such fees and assessments would not, either individually or in the aggregate, have a Material Adverse Effect on FFC and the FFC Subsidiaries, taken as a whole (all such reports and statements statements, are collectively referred to with the Company SEC Reports as the "Company FFC Reports"). The Company FFC Reports, including all Company FFC Reports filed after the date of this Agreement, (i) were were, or will be be, prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in any filings with the Company SEC since January 1, 1995 (the "FFC SEC Reports"), including any Company FFC SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been been, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents presents, or will fairly present, in all material respects, the consolidated financial position of the Company FFC and the Company FFC Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount. (c) Except (i) for as and to the liabilities that are fully reflected or reserved against extent set forth on the consolidated statement balance sheet of financial condition FFC and the FFC Subsidiaries as of the Company included in the Company Form 10-K for the year ended December 31, 1996, including all notes thereto (iithe "FFC Balance Sheet"), neither FFC nor any FFC Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for (i) for the liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1996, 1996 and (iiiii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent liabilities or otherwise and whether due or to become due) thatobligations that would not, either alone individually or when combined with all similar liabilitiesin the aggregate, has had, or would reasonably be expected to have, have a Material Adverse Effect on the Company FFC and the Company FFC Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (xi) the SEC Securities and Exchange Commission (the "SEC") since December 31, 19961995, and as of the date of this Agreement have the Company has delivered or made available to Seller, in the form filed with the SEC, Buyer (iA) its Annual Reports on Form 10-K for the fiscal years ended December March 31, 19941998, 1995 1997 and 1996, respectively, (iiB) its Quarterly Reports on Form 10-Q for the periods ended June 30 and September 30, 1998, (C) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December March 31, 19941996, (iiiD) all Current Reports on Form 8-K filed by the Company with the SEC Xxxxxxx xxxx xxx XEC since December March 31, 19941996, (ivE) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (iiB) above) filed by the Company with the SEC since December March 31, 1994, 1996 and (vF) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December March 31, 1994 1996 (collectively, the "Company SEC Reports") and (yii) the Federal Reserve BoardOTS, the DFI FDIC and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company Reports"). The Company Reports, including all Company Reports filed after the date of this Agreement, (ix) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (iiy) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have has been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except for (i) for the those liabilities that are fully reflected or reserved against on in the consolidated statement of financial condition of the Company included statements that are contained in the Company Form 10-K for the year ended December 31, 1996SEC Reports, (ii) for liabilities disclosed in Section 2.11 of the Company Disclosure Schedule, and (iii) liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule1998, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all similar liabilities, has had, or would could reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, Subsidiaries taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company Seller and each Company Seller Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC Securities and Exchange Commission (the “SEC”) since December 31, 19962000, and as of the date of this Agreement have has delivered or made available to Seller, in the form filed with the SEC, Company (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19941999, 1995 2000 and 19962001, respectively, (ii) all proxy statements relating to the Company's Seller’s meetings of shareholders (whether annual or special) held since December 31, 19941999, (iii) all Current Reports on Form 8-K filed by the Company Seller with the SEC since December 31, 19941999, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company Seller with the SEC since December 31, 1994, 1999 and (v) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31, 1994 1999 (collectively, the "Company “Seller SEC Reports"”) and (y) the Federal Reserve Board, the DFI FDIC, the Missouri Division of Finance, the Illinois Office of Banks and Real Estate, the Arizona State Banking Department and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company “Seller Reports"”). The Company Seller Reports, including all Company Seller Reports filed after the date of this Agreement, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Seller Reports, including any Company SEC Seller Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount. (c) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition balance sheet of the Company Seller included in the Company Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 19962001, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 19962001, and (iii) as set forth in Section 3.7 2.7 of the Company Seller Disclosure Schedule, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) ), that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company Seller and the Company Seller Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company Seller and each Company Seller Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 19962003, and and, as of the date of this Agreement have Agreement, has delivered or made available to Seller, in the form filed with the SEC, Company (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942003, 1995 2004 and 19962005, respectively, (ii) all proxy statements relating to the Company's Seller’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942003, (iii) all Current Quarterly Reports on Form 10-Q filed by the Seller with the SEC since December 31, 2003, (iv) all Reports on Form 8-K filed by the Company Seller with the SEC since December 31, 19942003, (ivv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company Seller with the SEC since December 31, 19942003, and (vvi) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31, 1994 2003 (collectively, the "Company “Seller SEC Reports"”) and (y) the Federal Reserve Board, the DFI FDIC, the Florida Office of Financial Regulation and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company “Seller Reports"”). The Company Seller Reports, including all Company Seller Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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. The parties agree that failure of the Seller’s Chief Executive Officer or Chief Financial Officer to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Seller Material Adverse Effect. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Seller SEC Reports, including any Company Seller SEC Reports filed since after the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Seller has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. To the Seller’s Knowledge, the Seller’s auditors will deliver to the Seller an unqualified audit opinion with respect to the Seller’s financial statements as of and for the year ending December 31, 2006. (c) The Seller has made available to the Company a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, to (i) the Seller SEC Reports filed prior to the date hereof, and (ii) Contracts which previously have been filed by the Seller with the SEC pursuant to the Securities Act and Exchange Act (together with the Seller SEC Reports, the “Seller SEC Documents”). The Seller has timely responded to all comment letters and other correspondence of the staff of the SEC relating to the SEC Documents, and the SEC has not advised the Seller that any final responses are inadequate, insufficient or otherwise non-responsive. The Seller has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Seller and any of the Seller Subsidiaries, on the other hand, occurring since January 1, 2003 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date hereof. To the Seller’s Knowledge, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (d) The Seller and, to the Seller’s Knowledge, each of its officers and directors, are in compliance with and have complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder, as amended (“Sxxxxxxx-Xxxxx”), including, without limitation, Section 404 thereof. With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Seller with the SEC since December 31, 2003, the Chief Executive Officer and Chief Financial Officer of the Seller have made all certifications required by Sections 302 and 906 of Sxxxxxxx-Xxxxx at the time of such filing, and the statements contained in each such certification were true and correct. Further, the Seller has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Seller and the Seller Subsidiaries required to be disclosed by the Seller in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Seller’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Seller required by Section 302 of Sxxxxxxx-Xxxxx with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Sxxxxxxx-Xxxxx. (e) The Seller has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To the Seller’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Seller’s financial reporting and the preparation of the Seller’s financial statements for external purposes in accordance with GAAP. The Seller has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Seller’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Seller in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Seller’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Seller that involves management or other employees who have a significant role in internal controls. The Seller has made available to the Company a summary of any such disclosure regarding material weaknesses and fraud made by management to the Seller’s auditors and audit committee since December 31, 2003. For purposes of this Agreement, a “significant deficiency” in controls means a control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in controls means a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. (f) There are no outstanding loans made by the Seller or any Seller Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Seller, other than loans that are subject to and that were made and continue to be in compliance with Regulation O under the Federal Reserve Act. (g) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement balance sheet as of financial condition of the Company included in the Company Form 10-K for the year ended December 31September 30, 19962006, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2006, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined that is required to be disclosed on a balance sheet prepared in accordance with all similar liabilities, GAAP that has had, or would reasonably be expected to have, a Seller Material Adverse Effect on Effect. (h) The Seller has not been notified by its independent registered public accounting firm or by the Company and staff of the Company SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Seller under the Securities Act or any periodic or current report filed by the Seller under the Exchange Act should be restated, or that the Seller should modify its accounting in future periods in a manner that would have, or would be reasonably expected to have, a Seller Material Adverse Effect. (i) Since January 1, 2006, none of the Seller, the Seller Subsidiaries, taken as any director, officer or employee of the Seller or the Seller Subsidiaries or, to the Seller’s Knowledge, any auditor, accountant or representative of the Seller or the Seller Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Seller or the Seller Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Seller or any Seller Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing the Seller or the Seller Subsidiaries, whether or not employed by the Seller or the Seller Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Seller, any Seller Subsidiary or any of their officers, directors, employees or agents to the Seller’s or any Seller Subsidiary’s Board of Directors or any committee thereof or to any director or officer of the Seller or any Seller Subsidiary. Since January 1, 2006, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, individuals performing similar functions, general counsel, the Seller’s or any Seller Subsidiary’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 19962000, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19941998, 1995 1999 and 19962000, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 19941998, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 19941998, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 19941998, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 1998 (collectively, the "Company SEC Reports") and (y) the OCC, the Federal Reserve Board, the DFI and any other applicable Federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company Reports"). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10-K for the year ended December 31, 19962000, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 19962000, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company Seller and each Company Seller Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 19962002, and as of the date of this Agreement have has delivered or made available to Seller, in the form filed with the SEC, Company (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942002, 1995 2003 and 19962004, respectively, (ii) all proxy statements relating to the Company's Seller’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942002, (iii) all Current Reports on Form 8-K filed by the Company Seller with the SEC since December 31, 19942002, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company Seller with the SEC since December 31, 1994, 2002 and (v) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31, 1994 2002 (collectively, the "Company “Seller SEC Reports"”) and (y) the Federal Reserve Board, the DFI FDIC, the Kansas Office of the State Bank Commissioner, the Missouri Division of Finance, the Oklahoma Office of State Finance, the Florida Office of Financial Regulation and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company “Seller Reports"”). The Company Reports, including all Company Seller Reports filed after the date of this Agreement, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at after giving effect to any amendment thereto filed prior to the time they are fileddate hereof, contain any untrue statement of a material fact or omit 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, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The parties agree that failure of the Seller’s Chief Executive Officer or Chief Financial Officer to provide any certification required to be filed with any document filed in any Seller SEC Report shall constitute an event that has a Seller Material Adverse Effect. (b) Each of the audited and unaudited consolidated financial statements (including, in each caseif applicable, any related notes thereto) contained in the Company SEC Reports, including any Company Seller SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except (i) for any statement therein or omission therefrom which were corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Seller SEC Report, and (ii) that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except (i) for the liabilities that are fully reflected , either individually or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10aggregate. The Seller has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. To Seller’s Knowledge, the Seller’s auditors will deliver to the Seller an unqualified audit opinion with respect to the Seller’s financial statements as of and for the year ended December 31, 19962005, and unqualified opinions with respect to the effectiveness of the Seller’s internal controls and with respect to the assessment of management of the Seller regarding the effectiveness of the Seller’s internal controls. (c) The Seller has made available to the Company a complete copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, to (i) the Seller SEC Reports filed prior to the date hereof, and (ii) contracts which previously have been filed by the Seller with the SEC pursuant to the Securities Act and Exchange Act (together with the Seller SEC Reports, the “Seller SEC Documents”). The Seller has timely responded to all comment letters and other correspondence of the staff of the SEC relating to the SEC Documents, and the SEC has not advised the Seller that any final responses are inadequate, insufficient or otherwise non-responsive. The Seller has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Seller and any of the Seller Subsidiaries, on the other, occurring since January 1, 2002 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date hereof. To Seller’s Knowledge, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (d) To Seller’s Knowledge, the Seller and each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”), including, without limitation, Section 404 thereof, and any related rules and regulations promulgated by the SEC thereunder and (B) the applicable listing and corporate governance rules and regulations of The Nasdaq National Market (“Nasdaq”). With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Seller with the SEC since December 31, 2002, the Chief Executive Officer and Chief Financial Officer of the Seller have made all certifications required by Sections 302 and 906 of Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and the statements contained in each such certification were true and correct when made. Further, the Seller has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Seller and the Seller Subsidiaries required to be disclosed by the Seller in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Seller’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Seller required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. For purposes of this agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Xxxxxxxx-Xxxxx. (e) The Seller has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To Seller’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Seller’s financial reporting and the preparation of the Seller’s financial statements for external purposes in accordance with GAAP. The Seller has disclosed, based on its evaluation of internal controls prior to the date hereof, to the Seller’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Seller in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Seller’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Seller that involves management or other employees who have a significant role in internal controls. The Seller has made available to the Company a summary of any such disclosure regarding material weaknesses and fraud made by management to the Seller’s auditors and audit committee since December 31, 2002. For purposes of this agreement, a “significant deficiency” in controls means a control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in controls means a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. (f) There are no outstanding loans made by the Seller or any Seller Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Seller, other than loans that are subject to Regulation O under the Federal Reserve Act. (g) Except (i) for those liabilities that are reflected or fully reserved against on the consolidated balance sheet of the Seller as of September 30, 2005, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2005, neither the Company Seller nor any Company Seller Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) ), that are required to be disclosed on a balance sheet prepared in accordance with GAAP, that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Seller Material Adverse Effect on Effect. (h) The Seller has not been notified by its independent registered public accounting firm or by the Company and staff of the Company SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any Seller SEC Report should be restated which has not been restated in a subsequent Seller SEC Report that was filed prior to the date of this Agreement, or that the Seller should modify its accounting in future periods in a manner that would have a Seller Material Adverse Effect. (i) Since January 1, 2005, neither the Seller nor the Seller Subsidiaries nor, to Seller’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Seller or the Seller Subsidiaries, taken as has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Seller or the Seller Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Seller or the Seller Subsidiaries has engaged in questionable accounting or auditing practices. To Seller’s Knowledge, no attorney representing the Seller or the Seller Subsidiaries, whether or not employed by the Seller or the Seller Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Seller or any of its officers, directors, employees or agents to the Seller’s Board of Directors or any committee thereof or to any director or officer of the Seller. Since January 1, 2005, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, the Seller’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports reports, schedules and documents required to be filed with (x) the SEC since December 31, 1996, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1994, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 2010 (collectively, the "“Company SEC Reports"”) and (y) the FDIC, the Federal Reserve Board, the DFI and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "“Company Reports"”). The Company Reports, including all Company Reports filed after from the date of this AgreementAgreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Article VIII, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, after giving effect to any amendment thereto filed prior to the date hereof, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The parties agree that the failure of the Company’s Chief Executive Officer or Chief Financial Officer to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. (b) Each of the audited and unaudited consolidated financial statements (including, in each caseif applicable, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except (i) for any statement therein or omission therefrom which were corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Company SEC Report filed prior to the date hereof, and (ii) that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring year-end year‑end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. (c) To the Company’s Knowledge, the Company and each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of the Sarbanes‑Oxley Act of 2002 (“Xxxxxxxx-Xxxxx”) and any related rules and regulations promulgated by the SEC thereunder and (B) the applicable listing and corporate governance rules and regulations of the NASDAQ. With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Company with the SEC since December 31, 2010, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s Knowledge, the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non‑financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Xxxxxxxx-Xxxxx. (d) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To the Company’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Company in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Company’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Company that involves management or other employees who have a significant role in internal controls. The Company has made available to the Seller a summary of any such disclosure regarding material weaknesses and fraud made by management to the Company’s auditors and audit committee since December 31, 2012. For purposes of this Agreement, a “significant deficiency” in internal controls means an internal control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in internal controls means a significant deficiency or a combination of significant deficiencies, that results in more than a remote likelihood that a material adverse misstatement of the annual or interim financial statements will not be prevented or detected. (e) There are no outstanding loans made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Company, other than loans that are subject to Regulation O under the Federal Reserve Act. (f) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition balance sheet of the Company included in the Company Company’s Annual Report on Form 10-K for the year ended December 31, 19962013 or described in the notes thereto or on the consolidated balance sheet included in the Company’s Quarterly Report on Form 10‑Q for the period ended Xxxxx 00, 0000, (iixx) for the liabilities incurred in the ordinary course of business consistent with past practice since December March 31, 19962014, and (iii) as set forth in Section 3.7 of the Company Disclosure Scheduleliabilities or obligations that arise under this Agreement, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) ), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Company Material Adverse Effect on Effect. (g) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company and under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Company Material Adverse Effect. (h) Since December 31, 2013, neither the Company nor the Company Subsidiaries nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, taken as has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s Knowledge, no attorney representing the Company or the Company Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Company or any Company Subsidiary or any of their respective officers, directors, employees or agents to the Company’s or any Company Subsidiary’s Board of Directors or any committee thereof or to any director or officer of the Company or any Company Subsidiary. Since December 31, 2013, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, general counsel, the Company’s or any Company Subsidiary’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC Securities and Exchange Commission (the “SEC”) since December 31, 19962003, and as of the date of this Agreement have delivered or made available to the Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942003, 1995 2004 and 1996, respectively2005, (ii) all proxy statements relating to the Company's ’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942003, (iii) all Current Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 31, 2003, (iv) all reports on Form 8-K filed by the Company with the SEC since December 31, 19942003, (ivv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 19942003, and (vvi) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 2003 (collectively, the "“Company SEC Reports"”) and (y) the FDIC, the OCC, the Federal Reserve Board, the OTS, the DFI and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "“Company Reports"”). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at after giving effect to any amendment thereto filed prior to the time they are fileddate hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The parties agree that failure of the Company’s Chief Executive Officer or Chief Financial Officer, or individuals performing similar functions, to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. (b) Each To the Company’s Knowledge, the Company and each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Xxxxxxxx-Xxxxx and (B) the applicable listing and corporate governance rules and regulations of the consolidated financial NYSE. With respect to each report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Company with the SEC since December 31, 2003, the Chief Executive Officer and Chief Financial Officer of the Company, or individuals performing similar functions, have made all certifications required by Xxxxxxxx-Xxxxx at the time of such filing, and to the Company’s Knowledge, the statements (including, contained in each casesuch certification were true and correct when made. Further, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the date of this Agreement Exchange Act) that are reasonably designed to ensure that material information (both financial and prior non-financial) relating to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company and the Company Subsidiaries as required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the respective dates thereof SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or individuals performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the consolidated results principal financial officer of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to normal and recurring year-end adjustments, which were not or are not expected to be material in amountsuch reports. (c) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To the Company’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Company in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Company’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Company that involves management or other employees who have a significant role in internal controls. (d) There are no outstanding loans made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Company, other than loans that are subject to and that were made and continue to be in compliance with Regulation O under the Federal Reserve Act. (e) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition balance sheet of the Company included in the Company Company’s Quarterly Report on Form 10-K Q for the year period ended December 31September 30, 19962006, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2006, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined that is required to be disclosed on a balance sheet prepared in accordance with all similar liabilities, GAAP that has had, or would reasonably be expected to have, a Company Material Adverse Effect on Effect. (f) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, is of the view that any financial statement included in any registration statement filed by the Company and under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated which has not been restated in subsequent financial statements or that the Company should modify its accounting in future periods in a manner that would have a Company Material Adverse Effect. (g) Since January 1, 2006, none of the Company, the Company Subsidiaries, taken as any director, officer or employee of the Company or the Company Subsidiaries or, to the Company’s Knowledge, any auditor, accountant or representative of the Company or the Company Subsidiaries, has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing the Company or the Company Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Company Subsidiary or any of their officers, directors, employees or agents to the Company’s or any Company Subsidiary’s Board of Directors or any committee thereof or to any director or officer of the Company or any Company Subsidiary. Since January 1, 2006, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, general counsel, the Company’s or any Company Subsidiary’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC Securities and Exchange Commission (the “SEC”) since December 31, 19962003, and as of the date of this Agreement have delivered or made available to the Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942003, 1995 2004 and 1996, respectively2005, (ii) all proxy statements relating to the Company's ’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942003, (iii) all Current Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 31, 2003, (iv) all reports on Form 8-K filed by the Company with the SEC since December 31, 19942003, (ivv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 19942003, and (vvi) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 2003 (collectively, the "“Company SEC Reports"”) and (y) the FDIC, the OCC, the Federal Reserve Board, the OTS, the DFI and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "“Company Reports"”). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at after giving effect to any amendment thereto filed prior to the time they are fileddate hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The parties agree that failure of the Company’s Chief Executive Officer or Chief Financial Officer, or individuals performing similar functions, to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. (b) Each To the Company’s Knowledge, the Company and each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of the consolidated financial Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder, as amended (“Xxxxxxxx-Xxxxx”) and (B) the applicable listing and corporate governance rules and regulations of the NYSE. With respect to each report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Company with the SEC since December 31, 2003, the Chief Executive Officer and Chief Financial Officer of the Company, or individuals performing similar functions, have made all certifications required by Xxxxxxxx-Xxxxx at the time of such filing, and to the Company’s Knowledge, the statements (including, contained in each casesuch certification were true and correct when made. Further, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the date of this Agreement Exchange Act) that are reasonably designed to ensure that material information (both financial and prior non-financial) relating to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company and the Company Subsidiaries as required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the respective dates thereof SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or individuals performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the consolidated results principal financial officer of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to normal and recurring year-end adjustments, which were not or are not expected to be material in amountsuch reports. (c) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To the Company’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Company in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Company’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Company that involves management or other employees who have a significant role in internal controls. (d) There are no outstanding loans made by the Company, the Merger Sub or any other Company Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Company or the Merger Sub, other than loans that are subject to and that were made and continue to be in compliance with Regulation O under the Federal Reserve Act. (e) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition balance sheet of the Company included in the Company Company’s Quarterly Report on Form 10-K Q for the year period ended December 31September 30, 19962006, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2006, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined that is required to be disclosed on a balance sheet prepared in accordance with all similar liabilities, GAAP that has had, or would reasonably be expected to have, a Company Material Adverse Effect on Effect. (f) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, is of the view that any financial statement included in any registration statement filed by the Company and under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated which has not been restated in subsequent financial statements or that the Company should modify its accounting in future periods in a manner that would have a Company Material Adverse Effect. (g) Since January 1, 2006, none of the Company, the Company Subsidiaries, taken as any director, officer or employee of the Company or the Company Subsidiaries or, to the Company’s Knowledge, any auditor, accountant or representative of the Company or the Company Subsidiaries, has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing the Company or the Company Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Company Subsidiary or any of their officers, directors, employees or agents to the Company’s or any Company Subsidiary’s Board of Directors or any committee thereof or to any director or officer of the Company or any Company Subsidiary. Since January 1, 2006, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, general counsel, the Company’s or any Company Subsidiary’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) The Company NBT and each Company Subsidiary the NBT Subsidiaries have filed all material forms, reports reports, registrations, statements and documents documents, together with any amendments required to be made with respect thereto that were required to be filed since January 1, 1995 with (x) the SEC Regulatory Agencies and all Other Reports required to be filed by NBT and any NBT Subsidiary since December 31January 1, 19961995, and as of the date of this Agreement have delivered or made available to Sellerpaid all fees and assessments due and payable in connection therewith, except, in the form filed with case of the SECOther Reports, (i) its Annual Reports where failure to file such form, report, registration, statement or document or pay such fees and assessments would not, either individually or in the aggregate, have a Material Adverse Effect on Form 10-K for NBT and the fiscal years ended December 31NBT Subsidiaries, 1994, 1995 and 1996, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1994, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the "Company SEC Reports") and (y) the Federal Reserve Board, the DFI and any other applicable Federal or state securities or banking authorities taken as a whole (all such reports reports, registrations, statements and statements documents are collectively referred to with the Company SEC Reports as the "Company NBT Reports"). The Company NBT Reports, including all Company NBT Reports filed after the date of this Agreement, (i) were were, or will be be, prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in any filings with the Company SEC since January 1, 1995 (the "NBT SEC Reports"), including any Company NBT SEC Reports filed since the date of this Agreement and prior to or on at the Effective Time, have been been, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents presents, or will fairly present, in all material respects, the consolidated financial position of the Company NBT and the Company NBT Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount. (c) Except as and to the extent set forth on the consolidated balance sheet of NBT and the NBT Subsidiaries as of December 31, 1999, including all notes thereto (the "NBT Balance Sheet"), neither NBT nor any NBT Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for (i) for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10-K for the year ended December 31, 1996, (ii) for the liabilities obligations incurred in the ordinary course of business consistent with past practice since December 31, 19961999 or by operation of law in the merger with Lake Ariel Bancorp, Inc. on February 17, 2000 and (iiiii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent liabilities or otherwise and whether due or to become due) thatobligations that would not, either alone individually or when combined with all similar liabilitiesin the aggregate, has had, or would reasonably be expected to have, have a Material Adverse Effect on the Company NBT and the Company NBT Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (ai) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x1) the SEC since December 31, 19962003, and as of the date of this Agreement have delivered or made available to the Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942004, 1995 2005 and 1996, respectively2006, (ii) all proxy statements relating to the Company's ’s meetings of shareholders stockholders (whether annual or special) held since December 31, 19942003, (iii) all Current Reports reports on Form 8-K filed by the Company with the SEC since December 31, 19942003, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 19942003, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 2003 (collectively, the "“Company SEC Reports") ”); and (y2) the FDIC, the Federal Reserve Board, the DFI IDFPR and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "“Company Reports"”). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law Law, and (ii) did not at the time they were filed, or will not at after giving effect to any amendment thereto filed prior to the time they are fileddate hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The Company meets the requirements for the use of Form S-3, as set forth in the general instructions for Form S-3. (bii) Each of the audited and unaudited consolidated financial statements (including, in each caseif applicable, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have has been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and changes in financial position their cash flows for the periods indicated, except (i) for any statement therein or omission therefrom which was corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Company SEC Report, and (ii) that any unaudited interim financial statements do not contain all of the disclosures required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. (ciii) Except To the Company’s Knowledge, the Company and each of its officers and directors have complied in all material respects with (iA) for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition applicable provisions of the Company included in Exchange Act, including the Company Form 10Sxxxxxxx-K for Xxxxx Act of 2002 and the year ended December 31regulations promulgated thereunder, 1996, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1996as amended, and (iiiB) as set forth in Section 3.7 the applicable listing and corporate governance rules and regulations of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a wholeThe Nasdaq Stock Market.

Securities and Banking Reports; Financial Statements. (a) The Company Associated and each Company Subsidiary the Associated Subsidiaries have filed all material forms, reports reports, registrations, statements and documents documents, together with any amendments required to be made with respect thereto that were required to be filed since January 1, 1995 with (x) the SEC Regulatory Agencies and all Other Reports required to be filed by Associated and any Associated Subsidiary since December 31January 1, 19961995, and as of the date of this Agreement have delivered or made available to Sellerpaid all fees and assessments due and payable in connection therewith, except, in the form filed with case of the SECOther Reports, (i) its Annual Reports where failure to file such form, report, registration, statement or document or pay such fees and assessments would not, either individually or in the aggregate, have a Material Adverse Effect on Form 10-K for Associated and the fiscal years ended December 31Associated Subsidiaries, 1994, 1995 and 1996, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1994, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the "Company SEC Reports") and (y) the Federal Reserve Board, the DFI and any other applicable Federal or state securities or banking authorities taken as a whole (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company Associated Reports"). The Company Associated Reports, including all Company Associated Reports filed after the date of this Agreement, (i) were were, or will be be, prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in any filings with the Company SEC since January 1, 1995 (the "Associated SEC Reports"), including any Company Associated SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been been, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as the may be indicated in the notes thereto) and each fairly presents presents, or will fairly present, in all material respects, the consolidated financial position of the Company Associated and the Company Associated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount. (c) Except (i) for as and to the liabilities that are fully reflected or reserved against extent set forth on the consolidated statement balance sheet of financial condition Associated and the Associated Subsidiaries as of the Company included in the Company Form 10-K for the year ended December 31, 1996, including all notes thereto (iithe "Associated Balance Sheet"), neither Associated nor any Associated Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for (i) for the liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1996, 1996 and (iiiii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent liabilities or otherwise and whether due or to become due) thatobligations that would not, either alone individually or when combined with all similar liabilitiesin the aggregate, has had, or would reasonably be expected to have, have a Material Adverse Effect on the Company Associated and the Company Associated Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company NBT and each Company Subsidiary the NBT Subsidiaries have filed all material forms, reports reports, registrations, statements and documents documents, together with any amendments required to be made with respect thereto that were required to be filed since January 1, 1995 with (x) the SEC Regulatory Agencies and all Other Reports required to be filed by NBT and any NBT Subsidiary since December 31January 1, 19961995, and as of the date of this Agreement have delivered or made available to Sellerpaid all fees and assessments due and payable in connection therewith, except, in the form filed with case of the SECOther Reports, (i) its Annual Reports where failure to file such form, report, registration, statement or document or pay such fees and assessments would not, either individually or in the aggregate, have a Material Adverse Effect on Form 10-K for NBT and the fiscal years ended December 31NBT Subsidiaries, 1994, 1995 and 1996, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1994, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the "Company SEC Reports") and (y) the Federal Reserve Board, the DFI and any other applicable Federal or state securities or banking authorities taken as a whole (all such reports reports, registrations, statements and statements documents are collectively referred to with the Company SEC Reports as the "Company NBT Reports"). The Company NBT Reports, including all Company NBT Reports filed after the date of this Agreement, (i) were were, or will be be, prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in any filings with the Company SEC since January 1, 1995 (the "NBT SEC Reports"), including any Company NBT SEC Reports filed since the date of this Agreement and prior to or on at the Effective Time, have been been, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents presents, or will fairly present, in all material respects, the consolidated financial position of the Company NBT and the Company NBT Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount. (c) Except as and to the extent set forth on the consolidated balance sheet of NBT and the NBT Subsidiaries as of December 31, 1999, including all notes thereto (the "NBT Balance Sheet"), neither NBT nor any NBT Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for (i) for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10-K for the year ended December 31, 1996, (ii) for the liabilities obligations incurred in the ordinary course of business consistent with past practice since December 31, 19961999 or by operation of law in the merger with Lake Ariel Bancorp, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole.Inc. on

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 19962002, and as of the date of this Agreement have delivered or made available to the Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942002, 1995 2003 and 19962004, respectively, (ii) all proxy statements relating to the Company's ’s meetings of shareholders (whether annual or special) held since December 31, 19942002, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 19942002, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 19942002, and (viv) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 2002 (collectively, the "“Company SEC Reports"”) and (y) the FDIC, the OCC, the Federal Reserve Board, the OTS, the DFI and any other applicable Federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "“Company Reports"”). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at after giving effect to any amendment thereto filed prior to the time they are fileddate hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The parties agree that failure of the Company’s Chief Executive Officer or Chief Financial Officer to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. (b) Each of the audited and unaudited consolidated financial statements (including, in each caseif applicable, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except (i) for any statement therein or omission therefrom which were corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Company SEC Report, and (ii) that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. To the Company’s Knowledge, the Company’s auditors will deliver to the Company an unqualified audit opinion with respect to the Company’s financial statements as of and for the year ended December 31, 2005, and unqualified opinions with respect to the effectiveness of the Company’s internal controls and with respect to the assessment of management of the Company regarding the effectiveness of the Company’s internal controls. (c) To the Company’s Knowledge, the Company and each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunder and (B) the applicable listing and corporate governance rules and regulations of the NYSE. With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Company with the SEC since December 31, 2002, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s Knowledge, the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. (d) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To the Company’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Company in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Company’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Company that involves management or other employees who have a significant role in internal controls. The Company has made available to the Seller a summary of any such disclosure regarding material weaknesses and fraud made by management to the Company’s auditors and audit committee since December 31, 2003. (e) There are no outstanding loans made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Company, other than loans that are subject to Regulation O under the Federal Reserve Act. (f) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition balance sheet of the Company included in the Company Company’s Quarterly Report on Form 10-K Q for the year period ended December 31September 30, 19962005, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2005, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) ), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has hadhad a Company Material Adverse Effect. (g) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would reasonably be expected to have, have a Company Material Adverse Effect on Effect. (h) Since January 1, 2005, neither the Company and nor the Company Subsidiaries nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, taken as has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s Knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a wholematerial 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 Company’s Board of Directors or any committee thereof or to any director or officer of the Company. Since January 1, 2005, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer, Chief Financial Officer, general counsel, the Company’s Board of Directors or any committee thereof.

Securities and Banking Reports; Financial Statements. (a) The Company BSB and each Company Subsidiary the BSB Subsidiaries have filed filed, except as set for in Schedule 2.07 of the BSB Disclosure Schedule, all material forms, reports reports, registrations, statements and documents documents, together with any amendments required to be made with respect thereto that were required to be filed since January 1, 1995 with (xi) the SEC since December 31, 1996, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC(ii)(A) any self regulatory organization ("SRO"), (iB) its Annual Reports on Form 10-K for the fiscal years ended December 31any other federal, 1994, 1995 and 1996, respectively, state or foreign governmental or regulatory agency or authority (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company collectively with the SEC since December 31and the SROs, 1994, "Regulatory Agencies") and (ivC) all other reports or registration and statements (other than Quarterly Reports on Form 10-Q not referred to the filings made with the entities listed in clause subclause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements being referred to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the as "Company SEC Other Reports") and (y) the Federal Reserve Board, the DFI required to be filed by BSB and any other applicable Federal BSB Subsidiary since January 1, 1995, and paid all fees and assessments due and payable in connection therewith, except, in the case of the Other Reports, where failure to file such form, report, registration, statement or state securities document or banking authorities pay such fees and assessments would not, either individually or in the aggregate, have a Material Adverse Effect on BSB and the BSB Subsidiaries, taken as a whole (all such reports forms, reports, registrations, statements and statements documents are collectively referred to with the Company SEC Reports as the "Company BSB Reports"). The Company BSB Reports, including all Company BSB Reports filed after the date of this Agreement, (i) were were, or will be be, prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in any filings with the Company SEC since January 1, 1995 (the "BSB SEC Reports"), including any Company BSB SEC Reports filed since the date of this Agreement and prior to or on at the Effective Time, have been been, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents presents, or will fairly present, in all material respects, the consolidated financial position of the Company BSB and the Company BSB Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount. (c) Except as and to the extent set forth on the consolidated balance sheet of BSB and the BSB Subsidiaries as of December 31, 1999, including all notes thereto (the "BSB Balance Sheet"), neither BSB nor any BSB Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for (i) for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10-K for the year ended December 31, 1996, (ii) for the liabilities obligations incurred in the ordinary course of business consistent with past practice since December 31, 1996, 1999 and (iiiii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent liabilities or otherwise and whether due or to become due) thatobligations that would not, either alone individually or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole.in

Securities and Banking Reports; Financial Statements. (a) The Company FFC and each Company Subsidiary the FFC Subsidiaries have filed all material forms, reports registrations, statements and documents documents, together with any amendments required to be made with respect thereto that were required to be filed since January 1, 1995 with (x) the SEC since December 31, 1996, and as of the date of this Agreement have delivered or made available to Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 Securities and 1996, respectivelyExchange Commission (the "SEC") and (ii)(A) any SRO, (iiB) all proxy statements relating to the Company's meetings of shareholders any other federal, state or foreign governmental or regulatory agency or authority (whether annual or special) held since December 31, 1994, (iii) all Current Reports on Form 8-K filed by the Company collectively with the SEC since December 31and the SROs, 1994, "Regulatory Agencies") and (ivC) all other reports or registration and statements (other than Quarterly Reports on Form 10-Q not referred to the filings made with the entities listed in clause subclause (ii) above) filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements being referred to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 (collectively, the as "Company SEC Other Reports") and (y) the Federal Reserve Board, the DFI required to be filed by FFC and any other applicable Federal FFC Subsidiary since January 1, 1995, and paid all fees and assessments due and payable in connection therewith, except, in the case of the Other Reports, where failure to file such form, report, registration, statement or state securities document or banking authorities pay such fees and assessments would not, either individually or in the aggregate, have a Material Adverse Effect on FFC and the FFC Subsidiaries, taken as a whole (all such reports and statements statements, are collectively referred to with the Company SEC Reports as the "Company FFC Reports"). The Company FFC Reports, including all Company FFC Reports filed after the date of this Agreement, (i) were were, or will be be, prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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. (bc) Each of Except as and to the extent set forth on the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date balance sheet of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company FFC and the Company FFC Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except (i) for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10-K for the year ended December 31, 1996, including all notes thereto (iithe "FFC Balance Sheet"), neither FFC nor any FFC Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for (i) for the liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1996, 1996 and (iiiii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent liabilities or otherwise and whether due or to become due) thatobligations that would not, either alone individually or when combined with all similar liabilitiesin the aggregate, has had, or would reasonably be expected to have, have a Material Adverse Effect on the Company FFC and the Company FFC Subsidiaries, taken as a whole.

Securities and Banking Reports; Financial Statements. (a) The Company and each Company Subsidiary have filed all forms, reports and documents required to be filed with (x) the SEC since December 31, 19962002, and as of the date of this Agreement have delivered or made available to the Seller, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19942002, 1995 2003 and 19962004, respectively, (ii) all proxy statements relating to the Company's ’s meetings of shareholders (whether annual or special) held since December 31, 19942002, (iii) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 19942002, (iv) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 19942002, and (viv) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1994 2002 (collectively, the "“Company SEC Reports"”) and (y) the FDIC, the OCC, the Federal Reserve Board, the OTS, the DFI and any other applicable Federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "“Company Reports"”). The Company Reports, including all Company Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at after giving effect to any amendment thereto filed prior to the time they are fileddate hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. The parties agree that failure of the Company’s Chief Executive Officer or Chief Financial Officer to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. (b) Each of the audited and unaudited consolidated financial statements (including, in each caseif applicable, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except (i) for any statement therein or omission therefrom which were corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Company SEC Report, and (ii) that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. To the Company’s Knowledge, the Company’s auditors will deliver to the Company an unqualified audit opinion with respect to the Company’s financial statements as of and for the year ended December 31, 2005, and unqualified opinions with respect to the effectiveness of the Company’s internal controls and with respect to the assessment of management of the Company regarding the effectiveness of the Company’s internal controls. (c) To the Company’s Knowledge, the Company and each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Sxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunder and (B) the applicable listing and corporate governance rules and regulations of the NYSE. With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report filed by the Company with the SEC since December 31, 2002, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Sxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s Knowledge, the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Sxxxxxxx-Xxxxx with respect to such reports. (d) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To the Company’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to the Company in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect the Company’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Company that involves management or other employees who have a significant role in internal controls. The Company has made available to the Seller a summary of any such disclosure regarding material weaknesses and fraud made by management to the Company’s auditors and audit committee since December 31, 2003. (e) There are no outstanding loans made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 promulgated under the Exchange Act) or director of the Company, other than loans that are subject to Regulation O under the Federal Reserve Act. (f) Except (i) for the those liabilities that are fully reflected or reserved against on the consolidated statement of financial condition balance sheet of the Company included in the Company Company’s Quarterly Report on Form 10-K Q for the year period ended December 31September 30, 19962005, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule2005, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) ), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has hadhad a Company Material Adverse Effect. (g) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would reasonably be expected to have, have a Company Material Adverse Effect on Effect. (h) Since January 1, 2005, neither the Company and nor the Company Subsidiaries nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, taken as a whole.has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing

Securities and Banking Reports; Financial Statements. (a) The Company Acquiror and each Company Acquiror Subsidiary have filed all forms, reports and documents required to be filed with with: (xi) the SEC since December March 31, 19961998, and as of the date of this Agreement have the Acquiror has delivered or made available to Seller, in the form filed with the SEC, Company (iA) its Annual Reports on Form 10-K for the fiscal years ended December March 31, 19942000, 1995 1999 and 19961998, respectively, (iiB) its Quarterly Reports on Form 10-Q for the periods ended June 30 and September 30, 2000 (C) all proxy statements relating to the CompanyAcquiror's meetings of shareholders (whether annual or special) held since December 31Marcx 00, 19940000, (iiiX) all xxx Current Reports on Form 8-K filed by the Company Acquiror with the SEC since December March 31, 19941998, (ivE) all other reports or registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (iiB) above) filed by the Company Acquiror with the SEC since December March 31, 1994, 1998 and (vF) all amendments and supplements to all such reports and registration statements filed by the Company Acquiror with the SEC since December March 31, 1994 1998 (collectively, the "Company Acquiror SEC Reports") and ); and (yii) the Federal Reserve Board, OTS and the DFI FDIC and any other applicable Federal federal or state securities or banking authorities (all such reports and statements are collectively referred to with the Company Acquiror SEC Reports as the "Company Acquiror Reports"). The Company Acquiror Reports, including all Company Acquiror Reports filed after the date of this Agreement, (i) were or will be prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit 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) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Acquiror SEC Reports, including any Company Acquiror SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have has been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of the Company Acquiror and the Company Acquiror Subsidiaries as of the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount. (c) Except (i) for the liabilities that are fully reflected or reserved against on the consolidated statement of financial condition of the Company included in the Company Form 10-K for the year ended December 31, 1996, (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1996, and (iii) as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole.