Common use of Systems and Processes Clause in Contracts

Systems and Processes. Each of Buyer and Buyer Bank has in place sufficient systems and processes that are customary for a financial institution of the size of Buyer and Buyer Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Financial Statements and Buyer Bank’s financial statements, including the Call Report and (ii) in a timely manner accumulate and communicate to Buyer’s and Buyer 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 Buyer Bank’s financial statements, including the Call Report, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) provide that access to Buyer and Buyer Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) provide that the reporting of such Assets is compared with existing Assets at regular intervals. Neither Buyer nor Buyer Bank nor, to Buyer’s Knowledge, any Representative of any Buyer 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, the Buyer Bank’s financial statements, 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 Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Buyer Entity has engaged in questionable accounting or auditing practices. No attorney representing any Buyer Entity, whether or not employed by any Buyer 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 Buyer Bank or any committee thereof or to any director or officer of Buyer or Buyer Bank. To Buyer’s Knowledge, there has been no instance of fraud by any Buyer Entity, whether or not material, that occurred during any period covered by the Buyer Financial Statements.

Systems and Processes. Each of Buyer Seller and Buyer Seller Bank has in place sufficient systems and processes that are customary for a financial institution of the size of Buyer Seller and Buyer Seller Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Seller Financial Statements and Buyer Seller Bank’s financial statements, including the Call Report and Reports, (ii) in a timely manner accumulate and communicate to Buyer’s Seller and Buyer Seller 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 Buyer Seller Bank’s financial statements, including the Call ReportReports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) provide that ensure access to Buyer Seller and Buyer Seller Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) provide that ensure the reporting of such Assets is compared with existing Assets at regular intervals. Neither Buyer Since December 31, 2017, neither Seller nor Buyer Seller Bank nor, to BuyerSeller’s Knowledge, any Representative of any Buyer Seller Entity 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 Seller Financial Statements, the Buyer Seller Bank’s financial statements, 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 Seller Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any Buyer Entity Seller Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing any Buyer Seller Entity, whether or not employed by any Buyer Seller 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 Buyer Bank any Seller Entity or any committee thereof or to any director or officer of Buyer or Buyer Bankany Seller Entity. To BuyerSeller’s Knowledge, there has been no instance of fraud by any Buyer Seller Entity, whether or not material, that occurred during any period covered by the Buyer Seller Financial Statements.

Systems and Processes. Each of Buyer WSFS and Buyer WSFS Bank has have in place sufficient systems and processes that are customary for a financial institution of the size of Buyer WSFS and Buyer WSFS Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer WSFS Financial Statements and Buyer WSFS Bank’s financial statements, including the Call Report statements and (ii) in a timely manner accumulate and communicate to Buyer’s WSFS and Buyer WSFS 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 Buyer WSFS Bank’s financial statements, including the Call Report, 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 Regulatory Authority. Since December 31, (iii) provide that access to Buyer and Buyer Bank’s Assets is permitted only in accordance with management’s authorization2017, and (iv) provide that the reporting of such Assets is compared with existing Assets at regular intervals. Neither Buyer neither WSFS nor Buyer WSFS Bank nor, to BuyerWSFS’s Knowledge, any Representative employee, auditor, accountant or representative of any Buyer WSFS Entity 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 WSFS Financial Statements, the Buyer Bank’s financial statements, 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 any Buyer WSFS Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Buyer WSFS Entity has engaged in questionable accounting or auditing practices. No attorney representing any Buyer WSFS Entity, whether or not employed by any Buyer WSFS 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 Buyer Bank WSFS or any committee thereof or to any director or officer of Buyer or Buyer BankWSFS. To BuyerWSFS’s Knowledge, there has been no instance of fraud by any Buyer WSFS Entity, whether or not material, that occurred during any period covered by the Buyer Financial StatementsWSFS.

Systems and Processes. Each of Buyer and each Buyer Bank Entity has in place sufficient systems and processes that are customary for a financial institution of the size of Buyer and such Buyer Bank Entity and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Financial Statements and such Buyer BankEntity’s financial statements, including the Call Report and Reports, (ii) in a timely manner accumulate and communicate to Buyer’s Buyer and such Buyer BankEntity’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 Buyer BankEntity’s financial statements, including the Call ReportReports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) provide that ensure access to Buyer and such Buyer BankEntity’s Assets is permitted only in accordance with management’s authorization, and (iv) provide that ensure the reporting of such Assets is compared with existing Assets at regular intervals. Neither Since December 31, 2020, neither Buyer nor any Buyer Bank Entity nor, to Buyer’s Knowledge, any Representative of any Buyer 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, the any Buyer BankEntity’s financial statements, 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 Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Buyer Entity has engaged in questionable accounting or auditing practices. No attorney representing any Buyer Entity, whether or not employed by any Buyer 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 Buyer Bank Entity or any committee thereof thereof, or to any director or officer of Buyer or any Buyer BankEntity. To Buyer’s Knowledge, there has been no instance of fraud by any Buyer Entity, whether or not material, that occurred during any period covered by the Buyer Financial Statements.

Systems and Processes. Each of Buyer Seller and Buyer Bank each Seller Entity has in place sufficient systems and processes that are customary for a financial institution of the size of Buyer Seller and Buyer Bank such Seller Entity and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Seller Financial Statements and Buyer Banksuch Seller Entity’s financial statements, including the Call Report and Reports, (ii) in a timely manner accumulate and communicate to Buyer’s Seller and Buyer Banksuch Seller 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 Buyer Banksuch Seller Entity’s financial statements, including the Call ReportReports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) provide that ensure access to Buyer Seller and Buyer Banksuch Seller Entity’s Assets is permitted only in accordance with management’s authorization, and (iv) provide that ensure the reporting of such Assets is compared with existing Assets at regular intervals. Neither Buyer Since December 31, 2020, neither Seller nor Buyer Bank any Seller Entity nor, to BuyerSeller’s Knowledge, any Representative of any Buyer Seller 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 Seller Financial Statements, the Buyer Bankany Seller Entity’s financial statements, 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 Seller Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Buyer Seller Entity has engaged in questionable accounting or auditing practices. No attorney representing any Buyer Seller Entity, whether or not employed by any Buyer Seller 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 Buyer Bank any Seller Entity or any committee thereof thereof, or to any director or officer of Buyer Seller or Buyer Bankany Seller Entity. To BuyerSeller’s Knowledge, there has been no instance of fraud by any Buyer Seller Entity, whether or not material, that occurred during any period covered by the Buyer Financial Statements.

Systems and Processes. Each of Buyer Beneficial and Buyer Beneficial Bank has have in place sufficient systems and processes that are customary for a financial institution of the size of Buyer Beneficial and Buyer Beneficial Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Beneficial Financial Statements and Buyer Beneficial Bank’s financial statements, including the Call Report statements and (ii) in a timely manner accumulate and communicate to Buyer’s Beneficial and Buyer Beneficial 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 Buyer Beneficial Bank’s financial statements, including the Call Report, 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 Regulatory Authority, (iii) provide that access to Buyer and Buyer Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) provide that the reporting of such Assets is compared with existing Assets at regular intervals. Neither Buyer Beneficial nor Buyer Beneficial Bank nor, to BuyerBeneficial’s Knowledge, any Representative employee, auditor, accountant or representative of any Buyer Beneficial Entity 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 Beneficial Financial Statements, the Buyer Bank’s financial statements, 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 any Buyer Beneficial Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Buyer Beneficial Entity has engaged in questionable accounting or auditing practices. No attorney representing any Buyer Beneficial Entity, whether or not employed by any Buyer Beneficial 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 Buyer Bank Beneficial or any committee thereof or to any director or officer of Buyer or Buyer BankBeneficial. To BuyerBeneficial’s Knowledge, there has been no instance of fraud by any Buyer Beneficial Entity, whether or not material, that occurred during any period covered by the Buyer Financial StatementsBeneficial.

Systems and Processes. Each of Buyer WSFS and Buyer WSFS Bank has have in place sufficient systems and processes that are customary for a financial institution of the size of Buyer WSFS and Buyer WSFS Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer WSFS Financial Statements and Buyer WSFS Bank’s financial statements, including the Call Report statements and (ii) in a timely manner accumulate and communicate to Buyer’s WSFS and Buyer WSFS 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 Buyer WSFS Bank’s financial statements, including the Call Report, 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 Regulatory Authority, (iii) provide that access to Buyer and Buyer Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) provide that the reporting of such Assets is compared with existing Assets at regular intervals. Neither Buyer WSFS nor Buyer WSFS Bank nor, to BuyerWSFS’s Knowledge, any Representative employee, auditor, accountant or representative of any Buyer WSFS Entity 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 WSFS Financial Statements, the Buyer Bank’s financial statements, 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 any Buyer WSFS Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Buyer WSFS Entity has engaged in questionable accounting or auditing practices. No attorney representing any Buyer WSFS Entity, whether or not employed by any Buyer WSFS 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 Buyer Bank WSFS or any committee thereof or to any director or officer of Buyer or Buyer BankWSFS. To BuyerWSFS’s Knowledge, there has been no instance of fraud by any Buyer WSFS Entity, whether or not material, that occurred during any period covered by the Buyer Financial StatementsWSFS.

Systems and Processes. Each of Buyer Xxxxxxx and Buyer Landmark Bank has in place sufficient systems and processes that are customary for a financial institution of the size of Buyer Xxxxxxx and Buyer Landmark Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Xxxxxxx Financial Statements and Buyer Landmark Bank’s financial statements, including the Call Report and Reports, (ii) in a timely manner accumulate and communicate to Buyer’s Xxxxxxx and Buyer Landmark Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Xxxxxxx Financial Statements and Buyer Landmark Bank’s financial statements, including the Call ReportReports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports report or documents required filing to be filed or provided to any Regulatory Authority, (iii) provide that ensure access to Buyer Xxxxxxx and Buyer Landmark Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) provide that ensure the reporting of such Assets is compared with existing Assets at regular intervals. Neither Buyer Since December 31, 2014, neither Xxxxxxx nor Buyer Landmark Bank nor, to Buyer’s Xxxxxxx’x Knowledge, any Representative of any Buyer Xxxxxxx Entity 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 Xxxxxxx Financial Statements, the Buyer Landmark Bank’s financial statements, 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 Xxxxxxx Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Xxxxxxx or any Buyer Entity Xxxxxxx Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing any Buyer Xxxxxxx Entity, whether or not employed by any Buyer Xxxxxxx Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer Xxxxxxx or any of its officers, directors or employees to the board boards of directors of Buyer Xxxxxxx or Buyer Landmark Bank or any committee thereof or to any director or officer of Buyer Xxxxxxx or Buyer Landmark Bank. To Buyer’s Xxxxxxx’x Knowledge, there has been no instance of fraud by any Buyer Xxxxxxx Entity, whether or not material, that occurred during any period covered by the Buyer Xxxxxxx Financial Statements.

Systems and Processes. Each of Buyer Seller and Buyer Bank 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 of the size of Buyer Seller Subsidiaries as appropriate and Buyer Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Seller Financial Statements and Buyer Bank’s financial statementsrequired call reports for external purposes in accordance with GAAP, including the Call Report and that (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’s and Buyer Bank’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 Buyer Bank’s financial statements, including required call reports and to maintain accountability for the Call Report, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authorityassets of Seller and the Seller Subsidiaries, (iii) provide that access to Buyer and Buyer Bank’s Assets such assets is permitted only in accordance with management’s authorization, and (iv) provide that the reporting of such Assets assets is compared with existing Assets assets at regular intervals. Neither Buyer 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, 2012, neither Seller nor Buyer Bank the Seller Subsidiaries nor, to BuyerSeller’s Knowledgeknowledge, any Representative employee, auditor, accountant or representative of any Buyer Entity Seller or 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, the Buyer Bank’s financial statements, 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 Seller or any Buyer Entity of the Seller Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any Buyer Entity of the Seller Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Seller or any Buyer Entityof the Seller Subsidiaries, whether or not employed by Seller or any Buyer Entityof 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 Buyer Bank Seller or any committee thereof or to any director or officer of Buyer or Buyer BankSeller. To BuyerSeller’s Knowledgeknowledge, there has been no instance of fraud by Seller or any Buyer Entityof the Seller Subsidiaries, whether or not material, that occurred during any period covered by the Buyer Seller Financial Statements.

Systems and Processes. Each of Buyer Xxxxx and Buyer Xxxxx Bank has have in place sufficient systems and processes that are customary for a financial institution of the size of Buyer Xxxxx and Buyer Xxxxx Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Xxxxx Financial Statements and Buyer Xxxxx Bank’s financial statements, including the Call Report and Report, (ii) in a timely manner accumulate and communicate to Buyer’s Xxxxx and Buyer Xxxxx Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Buyer Xxxxx Financial Statements and Buyer Xxxxx Bank’s financial statements, including the Call Report, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) provide that ensure access to Buyer Xxxxx and Buyer Xxxxx Bank’s Assets is permitted only in accordance with management’s authorization, authorization and (iv) provide that ensure the reporting of such Assets is compared with existing Assets at regular intervals. Neither Buyer Since December 31, 2016, neither Xxxxx nor Buyer Xxxxx Bank nor, to Buyer’s Xxxxx’x Knowledge, any Representative of any Buyer Xxxxx 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 Xxxxx Financial Statements, the Buyer Xxxxx Bank’s financial statements, 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 any Buyer Xxxxx Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Buyer Xxxxx Entity has engaged in questionable accounting or auditing practices. No attorney representing any Buyer Xxxxx Entity, whether or not employed by any Buyer Xxxxx Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Buyer Xxxxx or any of its officers, directors or employees to the board of directors of Buyer Xxxxx or Buyer Xxxxx Bank or any committee thereof or to any director or officer of Buyer Xxxxx or Buyer Xxxxx Bank. To Buyer’s Xxxxx’x Knowledge, there has been no instance of fraud by any Buyer Xxxxx Entity, whether or not material, that occurred during any period covered by the Buyer Financial Statements.

Systems and Processes. Each of Buyer FSB and Buyer FSB Bank has in place sufficient systems and processes that are customary for a financial institution of the size of Buyer FSB and Buyer FSB Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer FSB Financial Statements and Buyer FSB Bank’s financial statements, including the Call Report and Reports, (ii) in a timely manner accumulate and communicate to Buyer’s FSB and Buyer FSB 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 Buyer FSB Bank’s financial statements, including the Call ReportReports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) provide that ensure access to Buyer FSB and Buyer FSB Bank’s Assets is permitted only in accordance with management’s authorization, authorization and (iv) provide that ensure the reporting of such Assets is compared with existing Assets at regular intervals. Neither Buyer Since December 31, 2016, neither FSB nor Buyer FSB Bank nor, to BuyerFSB’s Knowledge, any Representative of any Buyer FSB Entity has received or otherwise had or obtained Knowledge of any material 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, the Buyer FSB Bank’s financial statements, 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 FSB Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Buyer FSB Entity has engaged in questionable accounting or auditing practices. No attorney representing any Buyer FSB Entity, whether or not employed by any Buyer FSB 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 Buyer FSB Bank or any committee thereof or to any director or officer of Buyer FSB or Buyer FSB Bank. To BuyerFSB’s Knowledge, there has been no instance of fraud by any Buyer FSB Entity, whether or not material, that occurred during any period covered by the Buyer Financial Statements.

Systems and Processes. Each of Buyer and Buyer The Bank has in place devised and maintains a system of internal accounting controls sufficient systems and processes to ensure that are customary for a financial institution material information is made known to the management of the size of Buyer Bank as appropriate and Buyer Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Seller Financial Statements and Buyer Bank’s financial statementsthe Call Reports for external purposes in accordance with GAAP, including the Call Report and that (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’s and Buyer Bank’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 Buyer Bank’s financial statements, including the Call Report, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required Reports and to be filed or provided to any Regulatory Authoritymaintain accountability for the Assets of the Bank, (iii) provide that access to Buyer and Buyer Bank’s such Assets is permitted only in accordance with management’s authorization, and (iv) provide that the reporting of such Assets is compared with existing Assets at regular intervals. Neither Buyer nor Buyer 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, 2012, neither the Bank nor, to Buyer’s Knowledgethe Knowledge of Seller, any Representative employee, auditor, accountant or representative of the Bank or any Buyer Entity of its 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, the Buyer Bank’s financial statements, 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 any Buyer Entity the Bank or their its respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Buyer Entity the Bank has engaged in questionable accounting or auditing practices. No attorney representing any Buyer Entity, whether or not employed by any Buyer Entity, has reported evidence To the Knowledge 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 Buyer Bank or any committee thereof or to any director or officer of Buyer or Buyer Bank. To Buyer’s KnowledgeSeller, there has been no instance of fraud by any Buyer EntitySeller or the Bank, whether or not material, that occurred during any period covered by the Buyer Seller Financial Statements.