Common use of Systems and Processes Clause in Contracts

Systems and Processes. ▇▇▇▇▇ and each of its Subsidiaries has in place sufficient systems and processes that are customary for a financial institution the size of Buyer and its Subsidiaries and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Financial Statements and such Buyer Entity’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Buyer and such Subsidiary’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Financial Statements and such Subsidiary’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Authority, (iii) ensure access to Buyer and its Subsidiaries’ Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 2022, neither Buyer nor any of its Subsidiaries nor, to Buyer’s Knowledge, any Representative of Buyer or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer Financial Statements, any financial statements of any Subsidiary of Buyer, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries or any committee thereof, or, to the Knowledge of Buyer, to any director or officer of Buyer or any of its Subsidiaries. To Buyer’s Knowledge, there has been no instance of fraud by Buyer or any of its Subsidiaries, whether or not material.

Systems and Processes. ▇▇▇▇▇ Each of Seller and each of its Subsidiaries Seller Bank has in place sufficient systems and processes that are customary for a financial institution of the size of Buyer Seller and its Subsidiaries Seller Bank and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Seller Financial Statements and such Buyer EntitySeller Bank’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Buyer Seller and such SubsidiarySeller Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Seller Financial Statements and such SubsidiarySeller Bank’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Regulatory Authority, (iii) ensure access to Buyer Seller and its Subsidiaries’ Seller Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20222017, neither Buyer Seller nor any of its Subsidiaries Seller Bank nor, to BuyerSeller’s Knowledge, any Representative of Buyer or any of its Subsidiaries Seller Entity has received or otherwise had or obtained Knowledge knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer Seller Financial Statements, any Seller Bank’s financial statements of any Subsidiary of Buyerstatements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or its Subsidiaries any Seller Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer Seller or any of its Subsidiaries Seller Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its SubsidiariesSeller Entity, whether or not employed by Buyer or any of its SubsidiariesSeller Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer any Seller Entity or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries Seller Entity or any committee thereof, or, to the Knowledge of Buyer, thereof or to any director or officer of Buyer or any of its SubsidiariesSeller Entity. To BuyerSeller’s Knowledge, there has been no instance of fraud by Buyer or any of its SubsidiariesSeller Entity, whether or not material, that occurred during any period covered by Seller Financial Statements.

Systems and Processes. ▇▇▇▇▇ Each of Buyer and each of its Subsidiaries Buyer Bank has in place sufficient systems and processes that are customary for a financial institution of the size of Buyer and its Subsidiaries Buyer Bank and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Financial Statements and such Buyer EntityBank’s financial statements, including the Call Reports, Report and (ii) in a timely manner accumulate and communicate to Buyer’s and Buyer and such SubsidiaryBank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Financial Statements and such SubsidiaryBuyer Bank’s financial statements, including the Call ReportsReport, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Regulatory Authority, (iii) ensure provide that access to Buyer and its Subsidiaries’ Buyer Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure provide that the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 2022, neither Neither Buyer nor any of its Subsidiaries Buyer Bank nor, to Buyer’s Knowledge, any Representative of any Buyer or any of its Subsidiaries Entity has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer Financial Statements, any the Buyer Bank’s financial statements of any Subsidiary of Buyerstatements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Buyer or its Subsidiaries Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Buyer or any of its Subsidiaries Entity has engaged in questionable accounting or auditing practices. No attorney representing any Buyer or any of its SubsidiariesEntity, whether or not employed by any Buyer or any of its SubsidiariesEntity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries Buyer Bank or any committee thereof, or, to the Knowledge of Buyer, thereof or to any director or officer of Buyer or any of its SubsidiariesBuyer Bank. To Buyer’s Knowledge, there has been no instance of fraud by any Buyer or any of its SubsidiariesEntity, whether or not material, that occurred during any period covered by the Buyer Financial Statements.

Systems and Processes. ▇▇▇▇▇ Each of WSFS and each of its Subsidiaries has WSFS Bank have in place sufficient systems and processes that are customary for a financial institution of the size of Buyer WSFS and its Subsidiaries WSFS Bank and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer WSFS Financial Statements and such Buyer EntityWSFS Bank’s financial statements, including the Call Reports, statements and (ii) in a timely manner accumulate and communicate to Buyer WSFS and such SubsidiaryWSFS Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer WSFS Financial Statements and such SubsidiaryWSFS Bank’s financial statements, including the Call Reports, statements or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports report or documents required filing to be filed or provided to any Governmental Regulatory Authority, (iii) ensure access to Buyer and its Subsidiaries’ Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20222017, neither Buyer WSFS nor any of its Subsidiaries WSFS Bank nor, to BuyerWSFS’s Knowledge, any Representative employee, auditor, accountant or representative of Buyer or any of its Subsidiaries WSFS Entity has received or otherwise had or obtained Knowledge knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer WSFS Financial Statements, any financial statements of any Subsidiary of Buyer, including the Call Reports, Statements or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan credit loss reserves, write-downs, charge-offs and accruals) of Buyer or its Subsidiaries any WSFS Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries WSFS Entity has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its SubsidiariesWSFS Entity, whether or not employed by Buyer or any of its SubsidiariesWSFS Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer WSFS or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries WSFS or any committee thereof, or, to the Knowledge of Buyer, thereof or to any director or officer of Buyer or any of its SubsidiariesWSFS. To BuyerWSFS’s Knowledge, there has been no instance of fraud by Buyer or any of its SubsidiariesWSFS Entity, whether or not material, that occurred during any period covered by WSFS.

Systems and Processes. ▇▇▇▇▇ Each of Beneficial and each of its Subsidiaries has Beneficial Bank have in place sufficient systems and processes that are customary for a financial institution of the size of Buyer Beneficial and its Subsidiaries Beneficial Bank and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Beneficial Financial Statements and such Buyer EntityBeneficial Bank’s financial statements, including the Call Reports, statements and (ii) in a timely manner accumulate and communicate to Buyer Beneficial and such SubsidiaryBeneficial Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Beneficial Financial Statements and such SubsidiaryBeneficial Bank’s financial statements, including the Call Reports, statements or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports report or documents required filing to be filed or provided to any Governmental Regulatory Authority, (iii) ensure access to Buyer and its Subsidiaries’ Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 2022, neither Buyer Neither Beneficial nor any of its Subsidiaries Beneficial Bank nor, to BuyerBeneficial’s Knowledge, any Representative employee, auditor, accountant or representative of Buyer or any of its Subsidiaries Beneficial Entity has received or otherwise had or obtained Knowledge knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer Beneficial Financial Statements, any financial statements of any Subsidiary of Buyer, including the Call Reports, Statements or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or its Subsidiaries any Beneficial Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries Beneficial Entity has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its SubsidiariesBeneficial Entity, whether or not employed by Buyer or any of its SubsidiariesBeneficial Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer Beneficial or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries Beneficial or any committee thereof, or, to the Knowledge of Buyer, thereof or to any director or officer of Buyer or any of its SubsidiariesBeneficial. To BuyerBeneficial’s Knowledge, there has been no instance of fraud by Buyer or any of its SubsidiariesBeneficial Entity, whether or not material, that occurred during any period covered by Beneficial.

Systems and Processes. ▇▇▇▇▇ Each of Grasshopper and each of its Subsidiaries Grasshopper Bank has in place sufficient systems and processes that are customary for a financial institution of the size of Buyer Grasshopper and its Subsidiaries Grasshopper Bank and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Grasshopper Financial Statements and such Buyer EntityGrasshopper Bank’s financial statements, including the financial statements included in the Call Reports, in accordance with GAAP, (ii) in a timely manner accumulate and communicate to Buyer Grasshopper and such SubsidiaryGrasshopper Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Grasshopper Financial Statements and such SubsidiaryGrasshopper Bank’s financial statements, including the financial statements included in the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Regulatory Authority, (iii) ensure access to Buyer Grasshopper and its Subsidiaries’ Grasshopper Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervalsintervals and appropriate action is taken with respect to any differences. Since December 31January 1, 2022, neither Buyer Grasshopper nor any of its Subsidiaries Grasshopper Bank nor, to BuyerGrasshopper’s Knowledge, any Representative of Buyer or any of its Subsidiaries Grasshopper Entity has received or otherwise had or obtained Knowledge knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer Grasshopper Financial Statements, any the Grasshopper Bank’s financial statements, including the financial statements of any Subsidiary of Buyer, including included in the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or its Subsidiaries any Grasshopper Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries Grasshopper Entity has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its SubsidiariesGrasshopper Entity, whether or not employed by Buyer or any of its SubsidiariesGrasshopper Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer any Grasshopper Entity or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries or any committee thereof, or, to the Knowledge of Buyer, or to any director or officer of Buyer or any of its SubsidiariesGrasshopper Entity. To BuyerGrasshopper’s Knowledge, there has been no instance of fraud by Buyer or any of its SubsidiariesGrasshopper Entity, whether or not materialmaterial that occurred during any period covered by the Grasshopper Financial Statements.

Systems and Processes. ▇▇▇▇▇ Buyer and each of its Subsidiaries Buyer Entity has in place sufficient systems and processes that are customary for a financial institution the size of Buyer and its Subsidiaries such Buyer Entity and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Financial Statements and such Buyer Entity’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Buyer and such SubsidiaryBuyer Entity’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Financial Statements and such SubsidiaryBuyer Entity’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Regulatory Authority, (iii) ensure access to Buyer and its Subsidiaries’ such Buyer Entity’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20222020, neither Buyer nor any of its Subsidiaries Buyer Entity nor, to Buyer’s Knowledge, any Representative of any Buyer or any of its Subsidiaries Entity has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer Financial Statements, any Buyer Entity’s financial statements of any Subsidiary of Buyerstatements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Buyer or its Subsidiaries Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that any Buyer or any of its Subsidiaries Entity has engaged in questionable accounting or auditing practices. No attorney representing any Buyer or any of its SubsidiariesEntity, whether or not employed by any Buyer or any of its SubsidiariesEntity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries Buyer Entity or any committee thereof, or, to the Knowledge of Buyer, or to any director or officer of Buyer or any of its SubsidiariesBuyer Entity. To Buyer’s Knowledge, there has been no instance of fraud by any Buyer or any of its SubsidiariesEntity, whether or not material.

Systems and Processes. ▇▇▇▇▇ Each of WSFS and each of its Subsidiaries has WSFS Bank have in place sufficient systems and processes that are customary for a financial institution of the size of Buyer WSFS and its Subsidiaries WSFS Bank and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer WSFS Financial Statements and such Buyer EntityWSFS Bank’s financial statements, including the Call Reports, statements and (ii) in a timely manner accumulate and communicate to Buyer WSFS and such SubsidiaryWSFS Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer WSFS Financial Statements and such SubsidiaryWSFS Bank’s financial statements, including the Call Reports, statements or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports report or documents required filing to be filed or provided to any Governmental Regulatory Authority, (iii) ensure access to Buyer and its Subsidiaries’ Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 2022, neither Buyer Neither WSFS nor any of its Subsidiaries WSFS Bank nor, to BuyerWSFS’s Knowledge, any Representative employee, auditor, accountant or representative of Buyer or any of its Subsidiaries WSFS Entity has received or otherwise had or obtained Knowledge knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer WSFS Financial Statements, any financial statements of any Subsidiary of Buyer, including the Call Reports, Statements or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or its Subsidiaries any WSFS Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries WSFS Entity has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its SubsidiariesWSFS Entity, whether or not employed by Buyer or any of its SubsidiariesWSFS Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer WSFS or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries WSFS or any committee thereof, or, to the Knowledge of Buyer, thereof or to any director or officer of Buyer or any of its SubsidiariesWSFS. To BuyerWSFS’s Knowledge, there has been no instance of fraud by Buyer or any of its SubsidiariesWSFS Entity, whether or not material, that occurred during any period covered by WSFS.

Systems and Processes. ▇▇▇▇▇ Seller and each of its Subsidiaries Seller Entity has in place sufficient systems and processes that are customary for a financial institution the size of Buyer Seller and its Subsidiaries such Seller Entity and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Seller Financial Statements and such Buyer Seller Entity’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Buyer Seller and such SubsidiarySeller Entity’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Seller Financial Statements and such SubsidiarySeller Entity’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Regulatory Authority, (iii) ensure access to Buyer Seller and its Subsidiaries’ such Seller Entity’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20222020, neither Buyer Seller nor any of its Subsidiaries Seller Entity nor, to BuyerSeller’s Knowledge, any Representative of Buyer or any of its Subsidiaries Seller Entity has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer Seller Financial Statements, any Seller Entity’s financial statements of any Subsidiary of Buyerstatements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or its Subsidiaries any Seller Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries Seller Entity has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its SubsidiariesSeller Entity, whether or not employed by Buyer or any of its SubsidiariesSeller Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer Seller or any of its officers, directors or employees to the board of directors of Buyer Seller or any of its Subsidiaries Seller Entity or any committee thereof, or, to the Knowledge of Buyer, or to any director or officer of Buyer Seller or any of its SubsidiariesSeller Entity. To BuyerSeller’s Knowledge, there has been no instance of fraud by Buyer or any of its SubsidiariesSeller Entity, whether or not material.

Systems and Processes. ▇▇▇▇▇ Seller and each of its Subsidiaries has in place sufficient systems and processes that are customary for a financial institution the size of Buyer Seller and its Subsidiaries and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Seller Financial Statements and such Buyer Seller Entity’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Buyer Seller and such Subsidiary’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Seller Financial Statements and such Subsidiary’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Authority, (iii) ensure access to Buyer Seller and its Subsidiaries’ Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 2022, neither Buyer Seller nor any of its Subsidiaries nor, to BuyerSeller’s Knowledge, any Representative of Buyer Seller or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer Seller Financial Statements, any financial statements of any Subsidiary of BuyerSeller, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer Seller or its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer Seller or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Buyer Seller or any of its Subsidiaries, whether or not employed by Buyer Seller or any of its Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer Seller or any of its officers, directors or employees to the board of directors of Buyer Seller or any of its Subsidiaries or any committee thereof, or, to the Knowledge of BuyerSeller, to any director or officer of Buyer Seller or any of its Subsidiaries. To BuyerSeller’s Knowledge, there has been no instance of fraud by Buyer Seller or any of its Subsidiaries, whether or not material.

Systems and Processes. ▇▇▇▇▇ and each of its Subsidiaries Enova has in place sufficient systems and processes that are customary for a financial institution services company of the size of Buyer and its Subsidiaries Enova and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Enova Financial Statements in accordance with GAAP, and such Buyer Entity’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Buyer and such Subsidiary▇▇▇▇▇’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Enova Financial Statements and such Subsidiary’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Regulatory Authority, (iii) ensure access to Buyer and its Subsidiaries’ Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31January 1, 2022, neither Buyer nor any of its Subsidiaries Enova nor, to Buyer▇▇▇▇▇’s Knowledge, any Representative of Buyer or any of its Subsidiaries Enova Entity has received or otherwise had or obtained Knowledge knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer Enova Financial Statements, any financial statements of any Subsidiary of Buyer, including the Call Reports, Statements or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or its Subsidiaries any Enova Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries Enova Entity has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its SubsidiariesEnova Entity, whether or not employed by Buyer or any of its SubsidiariesEnova Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer any Enova Entity or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries or any committee thereof, or, to the Knowledge of Buyer, or to any director or officer of Buyer or any of its SubsidiariesEnova Entity. To BuyerEnova’s Knowledge, there has been no instance of fraud by Buyer or any of its SubsidiariesEnova Entity, whether or not materialmaterial that occurred during any period covered by the Enova Financial Statements.

Systems and Processes. ▇▇▇▇▇ Each of Seller and each of its the Seller Subsidiaries has in place devised and maintains a system of internal accounting controls sufficient systems to ensure that material information is made known to the management of Seller and processes that are customary for a financial institution the size of Buyer Seller Subsidiaries as appropriate and its Subsidiaries and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Seller Financial Statements and such Buyer Entity’s financial statementsrequired call reports for external purposes in accordance with GAAP, including the Call Reportsthat (i) transactions are executed only in accordance with management’s authorization, (ii) in a timely manner accumulate and communicate transactions are recorded as necessary to Buyer and such Subsidiary’s principal executive officer and principal financial officer permit preparation of the type of information that would be required to be disclosed in Buyer Seller Financial Statements and such Subsidiary’s financial statements, including required call reports and to maintain accountability for the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Authorityassets of Seller and the Seller Subsidiaries, (iii) ensure access to Buyer and its Subsidiaries’ Assets such assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets assets is compared with existing Assets assets at regular intervals. The records, systems, controls, data and information of Seller and the Seller Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Seller or the Seller Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Seller. Seller and the Seller Subsidiaries have disclosed, based on their most recent evaluation prior to the date of this Agreement, to their auditors and the audit committee of their respective boards of directors (A) any significant deficiencies in the design or operation of internal controls that could adversely affect in any material respect their ability to record, process, summarize or report financial data and have disclosed to their auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in their internal controls. Since December 31, 20222012, neither Buyer Seller nor any of its the Seller Subsidiaries nor, to BuyerSeller’s Knowledgeknowledge, any Representative employee, auditor, accountant or representative of Buyer Seller or any of its the Seller Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer the Seller Financial Statements, any financial statements of any Subsidiary of Buyer, including the Call Reports, call reports or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer Seller or its any of the Seller Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer Seller or any of its the Seller Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Buyer Seller or any of its the Seller Subsidiaries, whether or not employed by Buyer Seller or any of its the Seller Subsidiaries, has reported evidence of a material violation of Securities Lawsany federal or state securities laws, breach of fiduciary duty or similar violation by Buyer Seller or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries Seller or any committee thereof, or, to the Knowledge of Buyer, thereof or to any director or officer of Buyer or any of its SubsidiariesSeller. To BuyerSeller’s Knowledgeknowledge, there has been no instance of fraud by Buyer Seller or any of its the Seller Subsidiaries, whether or not material, that occurred during any period covered by the Seller Financial Statements.

Systems and Processes. Each of ▇▇▇▇▇ and each of its Subsidiaries has ▇▇▇▇▇ Bank have in place sufficient systems and processes that are customary for a financial institution of the size of Buyer ▇▇▇▇▇ and its Subsidiaries ▇▇▇▇▇ Bank and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer ▇▇▇▇▇ Financial Statements and such Buyer Entity▇▇▇▇▇ Bank’s financial statements, including the Call ReportsReport, (ii) in a timely manner accumulate and communicate to Buyer ▇▇▇▇▇ and such Subsidiary▇▇▇▇▇ Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer ▇▇▇▇▇ Financial Statements and such Subsidiary▇▇▇▇▇ Bank’s financial statements, including the Call ReportsReport, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Regulatory Authority, (iii) ensure access to Buyer ▇▇▇▇▇ and its Subsidiaries’ ▇▇▇▇▇ Bank’s Assets is permitted only in accordance with management’s authorization, authorization and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20222016, neither Buyer ▇▇▇▇▇ nor any of its Subsidiaries ▇▇▇▇▇ Bank nor, to Buyer’s ▇▇▇▇▇’▇ Knowledge, any Representative of Buyer or any of its Subsidiaries ▇▇▇▇▇ Entity has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer ▇▇▇▇▇ Financial Statements, any the ▇▇▇▇▇ Bank’s financial statements of any Subsidiary of Buyerstatements, including the Call Reports, or the accounting 37 or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or its Subsidiaries any ▇▇▇▇▇ Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries ▇▇▇▇▇ Entity has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its Subsidiaries▇▇▇▇▇ Entity, whether or not employed by Buyer or any of its Subsidiaries▇▇▇▇▇ Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer ▇▇▇▇▇ or any of its officers, directors or employees to the board of directors of Buyer ▇▇▇▇▇ or any of its Subsidiaries ▇▇▇▇▇ Bank or any committee thereof, or, to the Knowledge of Buyer, thereof or to any director or officer of Buyer ▇▇▇▇▇ or any of its Subsidiaries▇▇▇▇▇ Bank. To Buyer’s ▇▇▇▇▇’▇ Knowledge, there has been no instance of fraud by Buyer or any of its Subsidiaries▇▇▇▇▇ Entity, whether or not material.

Systems and Processes. ▇▇▇▇▇ The Bank has devised and each maintains a system of its Subsidiaries has in place internal accounting controls sufficient systems to ensure that material information is made known to the management of the Bank as appropriate and processes that are customary for a financial institution the size of Buyer and its Subsidiaries and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Seller Financial Statements and such Buyer Entity’s financial statementsthe Call Reports for external purposes in accordance with GAAP, including the Call Reportsthat (i) transactions are executed only in accordance with management’s authorization, (ii) in a timely manner accumulate and communicate transactions are recorded as necessary to Buyer and such Subsidiary’s principal executive officer and principal financial officer permit preparation of the type of information that would be required to be disclosed in Buyer Seller Financial Statements and such Subsidiary’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required Reports and to be filed or provided to any Governmental Authoritymaintain accountability for the Assets of the Bank, (iii) ensure access to Buyer and its Subsidiaries’ such Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. The records, systems, controls, data and information of the Bank are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Bank or its accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material and adverse effect on the system of internal accounting controls described above. The Bank has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its board of directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize or report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. Since December 31, 20222012, neither Buyer nor any of its Subsidiaries the Bank nor, to Buyer’s Knowledgethe Knowledge of Seller, any Representative employee, auditor, accountant or representative of Buyer the Bank or any of its Subsidiaries Affiliates has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer the Seller Financial Statements, any financial statements of any Subsidiary of Buyer, including the Statements or Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer the Bank or its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries the Bank has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries or any committee thereof, or, to To the Knowledge of Buyer, to any director or officer of Buyer or any of its Subsidiaries. To Buyer’s KnowledgeSeller, there has been no instance of fraud by Buyer Seller or any of its Subsidiariesthe Bank, whether or not material, that occurred during any period covered by the Seller Financial Statements.

Systems and Processes. ▇▇▇▇▇ Seller and each of its Subsidiaries has in place sufficient systems and processes that are customary for a financial institution the size of Buyer Seller and its Subsidiaries and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Seller Financial Statements and such Buyer Seller Entity’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Buyer Seller and such Subsidiary’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Seller Financial Statements and such Subsidiary’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Authority, (iii) ensure access to Buyer Seller and its Subsidiaries’ Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 2022, neither Buyer Seller nor any of its Subsidiaries nor, to BuyerSeller’s Knowledge, any Representative of Buyer Seller or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer Seller Financial Statements, any financial statements of any Subsidiary of BuyerSeller, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer Seller or its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors or employees to the board of directors of Buyer or any of its Subsidiaries or any committee thereof, or, to the Knowledge of Buyer, to any director or officer of Buyer or any of its Subsidiaries. To Buyer’s Knowledge, there has been no instance of fraud by Buyer or any of its Subsidiaries, whether or not material.,

Systems and Processes. Each of ▇▇▇▇▇▇▇ and each of its Subsidiaries Landmark Bank has in place sufficient systems and processes that are customary for a financial institution the size of Buyer ▇▇▇▇▇▇▇ and its Subsidiaries Landmark Bank and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer ▇▇▇▇▇▇▇ Financial Statements and such Buyer EntityLandmark Bank’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Buyer ▇▇▇▇▇▇▇ and such SubsidiaryLandmark Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer ▇▇▇▇▇▇▇ Financial Statements and such SubsidiaryLandmark Bank’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports report or documents required filing to be filed or provided to any Governmental Regulatory Authority, (iii) ensure access to Buyer ▇▇▇▇▇▇▇ and its Subsidiaries’ Landmark Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20222014, neither Buyer ▇▇▇▇▇▇▇ nor any of its Subsidiaries Landmark Bank nor, to Buyer’s ▇▇▇▇▇▇▇’▇ Knowledge, any Representative of Buyer or any of its Subsidiaries ▇▇▇▇▇▇▇ Entity has received or otherwise had or obtained Knowledge knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer ▇▇▇▇▇▇▇ Financial Statements, any Landmark Bank’s financial statements of any Subsidiary of Buyerstatements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or its Subsidiaries any ▇▇▇▇▇▇▇ Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer ▇▇▇▇▇▇▇ or any of its Subsidiaries ▇▇▇▇▇▇▇ Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its Subsidiaries▇▇▇▇▇▇▇ Entity, whether or not employed by Buyer or any of its Subsidiaries▇▇▇▇▇▇▇ Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer ▇▇▇▇▇▇▇ or any of its officers, directors or employees to the board boards of directors of Buyer ▇▇▇▇▇▇▇ or any of its Subsidiaries Landmark Bank or any committee thereof, or, to the Knowledge of Buyer, thereof or to any director or officer of Buyer ▇▇▇▇▇▇▇ or any of its SubsidiariesLandmark Bank. To Buyer’s ▇▇▇▇▇▇▇’▇ Knowledge, there has been no instance of fraud by Buyer or any of its Subsidiaries▇▇▇▇▇▇▇ Entity, whether or not material, that occurred during any period covered by ▇▇▇▇▇▇▇ Financial Statements.

Systems and Processes. ▇▇▇▇▇ Each of FSB and each of its Subsidiaries FSB Bank has in place sufficient systems and processes that are customary for a financial institution the size of Buyer FSB and its Subsidiaries FSB Bank and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer FSB Financial Statements and such Buyer EntityFSB Bank’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Buyer FSB and such SubsidiaryFSB Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer FSB Financial Statements and such SubsidiaryFSB Bank’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Governmental Regulatory Authority, (iii) ensure access to Buyer FSB and its Subsidiaries’ FSB Bank’s Assets is permitted only in accordance with management’s authorization, authorization and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20222016, neither Buyer FSB nor any of its Subsidiaries FSB Bank nor, to BuyerFSB’s Knowledge, any Representative of Buyer or any of its Subsidiaries FSB Entity has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, 16 regarding the adequacy of such systems and processes or the accuracy or integrity of Buyer FSB Financial Statements, any the FSB Bank’s financial statements of any Subsidiary of Buyerstatements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or its Subsidiaries any FSB Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries FSB Entity has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any of its SubsidiariesFSB Entity, whether or not employed by Buyer or any of its SubsidiariesFSB Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer FSB or any of its officers, directors or employees to the board of directors of Buyer FSB or any of its Subsidiaries FSB Bank or any committee thereof, or, to the Knowledge of Buyer, thereof or to any director or officer of Buyer FSB or any of its SubsidiariesFSB Bank. To BuyerFSB’s Knowledge, there has been no instance of fraud by Buyer or any of its SubsidiariesFSB Entity, whether or not material.