Common use of Accounting and Internal Controls Clause in Contracts

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Company and Company Bank 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 Company or Company Bank or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in the following sentence. Company and Company Bank have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company and Company Bank is made known to its management by others within those entities. (b) Company’s management completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years ended December 31, 2020 and 2021, and such assessments concluded that such controls were effective. Based on Company’s most recent evaluation prior to the date hereof, there were not: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or (B) any fraud, whether or not material, that involves management or other Employees who have a significant role in its internal controls over financial reporting. (c) Since December 31, 2017, (A) neither Company nor any of its Subsidiaries nor, to Company’s Knowledge, any director, officer, auditor, accountant or Representative of Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Company and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or Company Bank its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in the following sentence. Company and Company Bank its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company and Company Bank its Subsidiaries is made known to its management by others within those entities. (b) Company’s management completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years ended December 31, 2020 2019 and 20212020, and such assessments concluded that such controls were effective. Based Company has Previously Disclosed, based on Company’s its most recent evaluation prior to the date hereof, there were notto its auditors and the audit committee of its Board of Directors, and has described in Section 3.23(b) of the Company Disclosure Schedule: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or and (B) any fraud, whether or not material, that involves management or other Employees who have a significant role in its internal controls over financial reporting. (c) Since December 31, 20172016, (A) neither Company nor any of its Subsidiaries nor, to Company’s Knowledge, any director, officer, auditor, accountant or Representative of Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Company and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or Company Bank its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Company and Company Bank its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company and Company Bank its Subsidiaries is made known to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Company’s management has completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years year ended December 31, 2020 and 20212009, and such assessments assessment concluded that such controls were effective. Based Company has Previously Disclosed, based on Company’s its most recent evaluation prior to the date hereof, there were notto its auditors and the audit committee of its board of directors: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or and (B) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its internal controls over financial reporting. (c) Since December 31January 1, 20172008, (A) neither Company nor any of its Subsidiaries nor, to Company’s Knowledge, any director, officer, auditor, accountant or Representative representative of Company it or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Lawslaws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board board of Directors directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Company and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or Company Bank its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Company and Company Bank its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company and Company Bank its Subsidiaries is made known to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Company’s management has completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years year ended December 31, 2020 and 20212012, and such assessments assessment concluded that such controls were effective. Based Company has previously disclosed, based on Company’s its most recent evaluation prior to the date hereof, there were notto its auditors and the audit committee of its Board of Directors, and has described in Section 3.24(b) of the Company Disclosure Schedule: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or and (B) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its internal controls over financial reporting. (c) Since December 31, 20172008, (A) neither Company nor any of its Subsidiaries nor, to Company’s Knowledge, any director, officer, auditor, accountant or Representative representative of Company it or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Company ▇▇▇▇▇▇ and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company ▇▇▇▇▇▇ or Company Bank its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected likely to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Company ▇▇▇▇▇▇ and Company Bank its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company ▇▇▇▇▇▇ has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company ▇▇▇▇▇▇ and Company Bank its Subsidiaries is made known to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Company’s ▇▇▇▇▇▇’▇ management has completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years year ended December 31, 2020 and 20212011, and such assessments assessment concluded that such controls were effective. Based ▇▇▇▇▇▇ has Previously Disclosed, based on Company’s its most recent evaluation prior to the date hereof, there were notto its auditors and the audit committee of its board of directors: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or and (B) any fraud, whether or not material, fraud that involves management or other Employees employees who have a significant role in its internal controls over financial reporting. (c) Since December 31January 1, 20172010, (A) neither Company ▇▇▇▇▇▇ nor any of its Subsidiaries nor, to Company’s Knowledge▇▇▇▇▇▇’▇ knowledge, any director, officer, auditor, accountant or Representative representative of Company it or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company ▇▇▇▇▇▇ or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company ▇▇▇▇▇▇ or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company ▇▇▇▇▇▇ or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Lawslaws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board board of Directors directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Company and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or Company Bank its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive nonexclusive ownership and non-direct nondirect control that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described below in the following sentencethis Section 3.23(a). Company and Company Bank its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company and Company Bank its Subsidiaries is made known to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Company’s management has completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years year ended December 31, 2020 and 20212011, and such assessments assessment concluded that such controls were effective. Based Company has Previously Disclosed, based on Company’s its most recent evaluation prior to the date hereof, there were notto its auditors and the audit committee of its Board of Directors: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or and (B) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its internal controls over financial reporting. (c) Since December 31January 1, 20172010, (A) neither Company nor any of its Subsidiaries nor, to the Knowledge of Company’s Knowledge, any director, officer, auditor, accountant or Representative representative of Company it or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Lawslaws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board board of Directors directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Company and Company Bank 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 Company or Company Bank or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in the following sentence. Company and Company Bank have devised and maintain maintains a system of internal accounting controls sufficient to provide over financial reporting as defined in the Exchange Act. Such internal control over financial reporting is effective in providing reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP. Company has designed , and implemented disclosure controls that receipts and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) expenditures of the Exchange Act) reasonably intended to ensure that material information relating to Company and the Company Bank is Subsidiaries are being made known only with the requisite authorizations of management and directors of the Company or the Company Subsidiaries, as applicable; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company or the Company Subsidiaries that would reasonably be expected to its management by others within those entities. (b) have a material effect on the Company’s management completed an assessment financial statements. As of the effectiveness date of its internal control over financial reporting in compliance with this Agreement, neither the requirements of Section 404 of Company or any Company Subsidiary nor the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years ended December 31, 2020 and 2021, and such assessments concluded that such controls were effective. Based on Company’s most recent evaluation prior to the date hereof, there were notindependent auditors has identified: (Ax) any significant deficiencies and “material weaknesses weaknesses” in the design and implementation or operation maintenance of internal controls over financial reporting or of the Company that are reasonably likely to materially and adversely affect the ability of the Company to record, process, summarize and report financial information; and (By) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its the internal controls control over financial reportingreporting of the Company. (b) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that all information (both financial and non-financial) that is 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 in all material respects within the time periods specified in the SEC’s rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (c) Since December 31, 2017, (A) neither Neither the Company nor any of its the Company Subsidiaries nor, to the Company’s Knowledge, any director, officer, auditor, accountant or Representative of the Company or any of its the Company Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any material written complaint, allegation, assertion assertion, claim, deficiency or written claim weakness regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or any of its the Company Subsidiaries or their respective internal accounting controls, including any material written complaint, allegation, assertion assertion, or written claim that the Company or any of its the Company Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Company’s board of directors. (d) The Company is in compliance in all material respects with the applicable criteria for continued listing of the Company Class A Common Stock on NASDAQ, including all applicable corporate governance rules and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officersregulations.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Company and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or Company Bank its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Company and Company Bank its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company and Company Bank its Subsidiaries is made known to its management by others within those entities. (b) Company’s management completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years ended December 31, 2020 and 2021, and such assessments concluded that such controls were effective. Based on Company’s most recent evaluation prior to the date hereof, there were not: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or (B) any fraud, whether or not material, that involves management or other Employees who have a significant role in its internal controls over financial reporting. (c) Since December 31, 2017, 2014 (A) neither Company nor any of its Subsidiaries nor, to Company’s Knowledge, any director, officer, auditor, accountant or Representative representative of Company it or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a1) The records, systems, controls, data and information of Company it and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company it or Company Bank its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Company It and Company Bank its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company It has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company it and Company Bank its Subsidiaries is made known to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b2) CompanyFNFG’s management has completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years year ended December 31, 2020 and 20212009, and such assessments assessment concluded that such controls were effective. Based It has Previously Disclosed, based on Company’s its most recent evaluation prior to the date hereof, there were notto its auditors and the audit committee of the FNFG Board: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or and (B) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its internal controls over financial reporting. (c3) Since December 31, 20172007, (A) neither Company it nor any of its Subsidiaries nor, to Company’s Knowledgeits knowledge, any director, officer, employee, auditor, accountant or Representative representative of Company it or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written claim or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company it or any of its Subsidiaries subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company it or any of its Subsidiaries subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company it or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Lawslaws, breach of fiduciary duty or similar violation by it or any of its officers officers, directors, employees or directors agents to its Board board of Directors directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a1) The records, systems, controls, data and information of Company it and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company it or Company Bank its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Company It and Company Bank its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company It has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company it and Company Bank its Subsidiaries is made known to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b2) CompanyNAL’s management has completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years year ended December 31, 2020 and 20212009, and such assessments assessment concluded that such controls were effective. Based It has Previously Disclosed, based on Company’s its most recent evaluation prior to the date hereof, there were notto its auditors and the audit committee of the NAL Board: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or and (B) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its internal controls over financial reporting. (c3) Since December 31, 20172007, (A) neither Company it nor any of its Subsidiaries nor, to Company’s Knowledgeits knowledge, any director, officer, employee, auditor, accountant or Representative representative of Company it or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written claim or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company it or any of its Subsidiaries subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company it or any of its Subsidiaries subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company it or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Lawslaws, breach of fiduciary duty or similar violation by it or any of its officers officers, directors, employees or directors agents to its Board board of Directors directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (ai) The records, systems, controls, data and information of Company and Company Bank 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 Company or Company Bank or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in the following sentence. clause. (ii) Company and Company Bank have has devised and maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Management of Company has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company and Company Bank is made known to disclosed, based on its management by others within those entities. (b) Company’s management completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years ended December 31, 2020 and 2021, and such assessments concluded that such controls were effective. Based on Company’s most recent evaluation prior to the date hereof, there were not: to Company’s auditors and the audit committee of the Company Board (A1) any significant deficiencies and material weaknesses in the design or operation of internal controls over which could adversely affect in any material respect Company’s ability to record, process, summarize and report financial reporting or data and have identified for Company’s auditors any material weaknesses in internal controls and (B2) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its Company’s internal controls over financial reportingcontrols, and all of such items in (1) and (2) are described in Disclosure Schedule 4.2(f)(ii). (ciii) Since December 31, 20172014, (A) neither Company nor any of its Subsidiaries nor, to the Knowledge of Company’s Knowledge, has any director, officer, employee, auditor, accountant or Representative representative of Company or any of its Subsidiaries has received or has otherwise had or obtained Knowledge (other than audit comments received in the ordinary course of business of Company) any material complaint, allegation, assertion or claim, whether written claim or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal accounting controlscontrol over financial reporting, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a1) The records, systems, controls, data and information of Company it and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company it or Company Bank its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Company It and Company Bank its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company It has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company it and Company Bank its Subsidiaries is made known to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b2) CompanyNAL’s management has completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years year ended December 31, 2020 and 20212009, and such assessments assessment concluded that such controls were effective. Based It has Previously Disclosed, based on Company’s its most recent evaluation prior to the date hereof, there were notto its auditors and the audit committee of the NAL Board: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or and (B) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its internal controls over financial reporting. (c3) Since December 31, 20172007, (A) neither Company it nor any of its Subsidiaries nor, to Company’s Knowledgeits knowledge, any director, officer, employee, auditor, accountant or Representative representative of Company it or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written claim or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company it or any of its Subsidiaries subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company it or any of its Subsidiaries subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company it or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Lawslaws, breach of fiduciary duty or similar violation by it or any of its officers officers, directors, employees or directors agents to its Board board of Directors directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (ai) The records, systems, controls, data and information of Company and Company Bank SCVE 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 Company or Company Bank or accountants SCVE (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that which would not not, individually or in the aggregate, reasonably be expected to have a Material Materially Adverse Effect on the system of internal accounting controls described in the following sentence. Company and Company Bank have clause. (ii) SCVE has devised and maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Company Management of SCVE has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company and Company Bank is made known to disclosed, based on its management by others within those entities. (b) Company’s management completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years ended December 31, 2020 and 2021, and such assessments concluded that such controls were effective. Based on Company’s most recent evaluation prior to the date hereof, there were not: to SCVE’s auditors and the audit committee of the SCVE Board (A1) any significant deficiencies and material weaknesses in the design or operation of internal controls over which could adversely affect in any material respect SCVE’s ability to record, process, summarize and report financial reporting or data and have identified for SCVE’s auditors any material weaknesses in internal controls and (B2) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its SCVE’s internal controls over financial reportingcontrols, and all of such items in (1) and (2) are described in Disclosure Schedule 3.1(f)(ii). (ciii) Since December 31, 20172010, (A) neither Company nor any of its Subsidiaries SCVE nor, to Company’s Knowledgethe Knowledge of SCVE, has any director, officer, employee, auditor, accountant or Representative representative of Company or any of its Subsidiaries SCVE has not received or has otherwise had or obtained Knowledge (other than audit comments received in the ordinary course of business of SCVE) any material complaint, allegation, assertion or claim, whether written claim or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries SCVE or their respective internal accounting controlscontrol over financial reporting, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries SCVE has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Company and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or Company Bank its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Company and Company Bank its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company and Company Bank its Subsidiaries is made known to its management by others within those entities. (b) Company’s management completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years ended December 31, 2020 2012 and 20212013, and such assessments concluded that such controls were effective. Based Company has previously disclosed, based on Company’s its most recent evaluation prior to the date hereof, there were notto its auditors and the audit committee of its Board of Directors, and has described in Section 3.23(b) of the Company Disclosure Schedule: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or and (B) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its internal controls over financial reporting. (c) Since December 31, 2017, 2010 (A) neither Company nor any of its Subsidiaries nor, to Company’s Knowledge, any director, officer, auditor, accountant or Representative representative of Company it or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (ai) The records, systems, controls, data and information of Company Saehan and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company Saehan or Company Bank or accountants its Subsidiaries (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect materially adverse effect on the system of internal accounting controls described in the following sentence. Company and Company Bank have clause. (ii) Saehan has devised and maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of it and its Subsidiaries’ financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Company , Management of Saehan has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company and Company Bank is made known to disclosed, based on its management by others within those entities. (b) Company’s management completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years ended December 31, 2020 and 2021, and such assessments concluded that such controls were effective. Based on Company’s most recent evaluation prior to the date hereof, there were not: to Saehan’s auditors and the audit committee of the Saehan Board (A1) any significant deficiencies and material weaknesses in the design or operation of internal controls over which could adversely affect in any material respect Saehan’s or any Subsidiary’s ability to record, process, summarize and report financial reporting or data and have identified for Saehan’s auditors any material weaknesses in internal controls and (B2) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in Saehan’s or its Subsidiaries’ internal controls over financial reportingcontrols, and all of such items in (1) and (2) are described in Disclosure Schedule 3.1(h)(ii). (ciii) Since December March 31, 20172009, (A) neither Company Saehan nor any of its Subsidiaries noror, to Company’s Knowledgethe knowledge of Saehan, any director, officer, employee, auditor, accountant or Representative representative of Company Saehan or any of its Subsidiaries has received or has otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written claim or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company Saehan or any of its Subsidiaries or their respective internal accounting controlscontrol over financial reporting, including any material complaint, allegation, assertion or written claim that Company Saehan or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a1) The records, systems, controls, data and information of Company it and Company Bank its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company it or Company Bank its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Company It and Company Bank its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company It has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company it and Company Bank its Subsidiaries is made known to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b2) CompanyFNFG’s management has completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years year ended December 31, 2020 and 20212009, and such assessments assessment concluded that such controls were effective. Based It has Previously Disclosed, based on Company’s its most recent evaluation prior to the date hereof, there were notto its auditors and the audit committee of the FNFG Board: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or and (B) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its internal controls over financial reporting. (c3) Since December 31, 20172007, (A) neither Company it nor any of its Subsidiaries nor, to Company’s Knowledgeits knowledge, any director, officer, employee, auditor, accountant or Representative representative of Company it or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written claim or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company it or any of its Subsidiaries subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company it or any of its Subsidiaries subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company it or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Lawslaws, breach of fiduciary duty or similar violation by it or any of its officers officers, directors, employees or directors agents to its Board board of Directors directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (ai) The records, systems, controls, data and information of Company and Company Bank 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 Company or Company Bank or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that which would not not, individually or in the aggregate, reasonably be expected to have a Material Materially Adverse Effect on the system of internal accounting controls described in the following sentence. clause. (ii) Company and Company Bank have has devised and maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Management of Company has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company and Company Bank is made known to disclosed, based on its management by others within those entities. (b) Company’s management completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the years ended December 31, 2020 and 2021, and such assessments concluded that such controls were effective. Based on Company’s most recent evaluation prior to the date hereof, there were not: to Company’s auditors and the audit committee of the Company Board (A1) any significant deficiencies and material weaknesses in the design or operation of internal controls over which could adversely affect in any material respect Company’s ability to record, process, summarize and report financial reporting or data and have identified for Company’s auditors any material weaknesses in internal controls and (B2) any fraud, whether or not material, that involves management or other Employees employees who have a significant role in its Company’s internal controls over financial reportingcontrols, and all of such items in (1) and (2) are described in Disclosure Schedule 4.2(f)(ii). (ciii) Since December 31, 20172011, (A) neither Company nor any of its Subsidiaries nor, to the Knowledge of Company’s Knowledge, has any director, officer, employee, auditor, accountant or Representative representative of Company or any of its Subsidiaries has not received or has otherwise had or obtained Knowledge (other than audit comments received in the ordinary course of business of Company) any material complaint, allegation, assertion or claim, whether written claim or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal accounting controlscontrol over financial reporting, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.