Common use of Financial Statements and Reports Clause in Contracts

Financial Statements and Reports. The Corporation has timely filed all required forms, reports, statements and documents with the SEC, all of which have complied in all material respects with all applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation with the SEC pursuant to the Exchange Act since June 30, 1999, and (iv) all reports, statements and other information provided by the Corporation to its stockholders since January 1, 1999 (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of the Corporation included or incorporated by reference in the SEC Reports (including any such SEC Report filed after the date of this Agreement until the Initial Closing) were prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and results of operations, cash flows and of changes in stockholders' equity of the Corporation and its consolidated subsidiaries as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, and except that the unaudited interim financial statements do not contain all of the disclosures required by GAAP. Since June 30, 1999 there has been no change in any of the significant accounting (including tax accounting) policies, practices, or procedures of the Corporation or any of its consolidated subsidiaries. The Corporation is and has been subject to the reporting requirements of the Exchange Act and has timely filed with the SEC all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 or 15(d) of the Exchange Act since June 30, 1999.

Financial Statements and Reports. The Corporation has For the past three years, FFBS and the Thrift have timely filed all regulatory documents required formsto be filed by them, reportsexcept to the extent that all failures to so file, statements in the aggregate, would not have a material adverse effect on FFBS; and documents with the SECall such documents, all of which have as finally amended, complied in all material respects with all applicable requirements of the Exchange Act and the Securities Actapplicable law and, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation with the SEC pursuant to the Exchange Act since June 30, 1999, and (iv) all reports, statements and other information provided by the Corporation to its stockholders since January 1, 1999 (collectively, the "SEC Reports"). As of their respective datesdate or the date as amended, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent stated therein, all financial statements and schedules included in the documents referred to in the preceding sentences (i) are in accordance with FFBS's books and records and those of Thrift, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with applicable law, and (ii) present fairly the consolidated financial statements of the Corporation included or incorporated by reference in the SEC Reports (including any such SEC Report filed after the date of this Agreement until the Initial Closing) were prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and the consolidated results of operations, operations and cash flows and of changes in stockholders' equity of the Corporation and its consolidated subsidiaries FFBS as of the dates and for the periods indicatedindicated in accordance with GAAP consistently applied during the periods involved (except for the omission of notes to unaudited statements, subjectyear-end adjustments to interim results normal in nature and amount and changes in GAAP and except where regulatory reporting requirements provide otherwise). The audited consolidated financial statements of FFBS as of June 30, 1998 and for the two years then ended last filed by FFBS as part of a publicly available regulatory document disclose all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted), as of their respective dates, of FFBS and Thrift required to be reflected in such financial statements according to GAAP, other than liabilities which are not, in the case of unaudited interim financial statementsaggregate, material to normal year-end audit adjustmentsFFBS and Thrift, taken as a whole, and except contain in the opinion of management, adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses in accordance with GAAP, if any, as of such date. Except for (i) those liabilities that are fully reflected or reserved against on FFBS's audited consolidated balance sheet last filed by FFBS as part of a publicly available regulatory document and (ii) liabilities incurred in the unaudited interim financial statements do ordinary course of business since the date of such audited consolidated balance sheet and which would not contain all have, individually or in the aggregate, a material adverse effect on FFBS, FFBS has no liabilities or obligations of the disclosures any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, which are or would be required by GAAP. Since June 30, 1999 there has been no change in any of the significant accounting (including tax accounting) policies, practices, or procedures of the Corporation or any of GAAP to be shown on its consolidated subsidiaries. The Corporation is and has been subject to the reporting requirements of the Exchange Act and has timely filed with the SEC all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 or 15(d) of the Exchange Act since June 30, 1999balance sheet.

Financial Statements and Reports. (a) No registration statement, proxy statement, schedule or report filed by the Company or any Company Subsidiary with the SEC or the OTS under the 1933 Act or the 1934 Act ("SEC Reports"), on the date of effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Corporation has Company and the Company Subsidiaries have timely filed all required forms, reports, statements reports and documents required to be filed by them with the SEC, the OTS, or the Federal Deposit Insurance Corporation (the "FDIC") under various securities and banking laws and regulations for the last five years (or such shorter period as they may have been subject to such filing requirements), except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on the business, financial condition or results of which have operations of the Company and the Company Subsidiaries, taken as a whole. All such documents, as finally amended, complied in all material respects with all applicable requirements of the Exchange Act and the Securities Actlaw and, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation with the SEC pursuant to the Exchange Act since June 30, 1999, and (iv) all reports, statements and other information provided by the Corporation to its stockholders since January 1, 1999 (collectively, the "SEC Reports"). As of their respective datesdate or the date as amended and, with respect to the SEC Reports Reports, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and, with respect to reports and documents filed with banking regulatory agencies, were accurate in all material respects. Each of Except to the consolidated extent stated therein, all financial statements of the Corporation and schedules included or incorporated by reference in the SEC Reports documents referred to in the preceding sentences (including any such SEC Report or to be included in similar documents to be filed after the date hereof) (i) are or will be (with respect to financial statements in respect of this Agreement until the Initial Closingperiods ending after September 30, 1997) were prepared in accordance with GAAP applied on a consistent basis the Company's books and records and those of any of the Company Subsidiaries, and (except as otherwise stated in such financial statements or, ii) present (and in the case of audited statementsfinancial statements in respect of periods ending after September 30, the related report thereon of independent certified public accounts)1997, and present will present) fairly the financial position consolidated balance sheet and results the consolidated statements of operationsincome, cash flows and of changes in stockholders' equity and cash flows of the Corporation Company and its consolidated subsidiaries the Company Subsidiaries as of the dates and for the periods indicatedindicated in accordance with generally accepted accounting principles (except for the omission of notes to unaudited statements, subjectyear end adjustments to interim results and changes to generally accepted accounting principles). The audited consolidated financial statements of the Company at September 30, 1997 and for the two years then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, to the extent required by generally accepted accounting principles, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted), as of their respective dates, of the Company and the Company Subsidiaries required to be reflected in such financial statements according to generally accepted accounting principles and contain or will contain, in the case opinion of unaudited interim financial statementsmanagement, adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any as of such date. There exists no set of circumstances that could reasonably be expected to normal year-end audit adjustmentsresult in any liability or obligation material to the Company or the Company Subsidiaries, and taken as a whole, except that as disclosed in the unaudited interim audited consolidated financial statements do not contain all of the disclosures required by GAAP. Since June at September 30, 1999 there 1997 or for transactions effected, actions occurring or omitted to be taken, or claims made after September 30, 1997 (i) in the ordinary course of business, or (ii) as permitted by this Agreement. (b) The Company has been no change delivered to Ambanc each SEC Report filed, used or circulated by it with respect to periods since September 30, 1997 through the date of this Agreement and will promptly deliver each such SEC Report filed, used or circulated after the date hereof, each in any of the significant accounting form (including tax accountingexhibits and any amendments thereto) policies, practices, or procedures of the Corporation or any of its consolidated subsidiaries. The Corporation is and has been subject to the reporting requirements of the Exchange Act and has timely filed with the SEC all periodic reports required to be filed by it pursuant thereto or the OTS (or, if not so filed, in the form used or circulated), including, without limitation, its Annual Reports on Form 10-K and all reports required to be filed under Sections 13, 14 or 15(d) of the Exchange Act since June 30, 1999.its Quarterly Reports on Form 10-Q.

Financial Statements and Reports. The Corporation has For the past three years, NBC and the NBC subsidiaries have timely filed all regulatory documents required formsto be filed by them, reportsexcept to the extent that all failures to so file, statements in the aggregate, would not have a material adverse effect on NBC; and documents with the SECall such documents, all of which have as finally amended, complied in all material respects with all applicable requirements of the Exchange Act and the Securities Actapplicable law and, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation with the SEC pursuant to the Exchange Act since June 30, 1999, and (iv) all reports, statements and other information provided by the Corporation to its stockholders since January 1, 1999 (collectively, the "SEC Reports"). As of their respective datesdate or the date as amended, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent stated therein, all financial statements and schedules included in the documents referred to in the preceding sentences (i) are in accordance with NBC's books and records and those of the NBC subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with applicable law, and (ii) present fairly the consolidated financial statements of the Corporation included or incorporated by reference in the SEC Reports (including any such SEC Report filed after the date of this Agreement until the Initial Closing) were prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and the consolidated results of operations, operations and cash flows and of changes in stockholders' equity of the Corporation and its consolidated subsidiaries NBC as of the dates and for the periods indicatedindicated in accordance with GAAP consistently applied during the periods involved (except for the omission of notes to unaudited statements, subjectyear-end adjustments to interim results normal in nature and amount and changes in GAAP and except where regulatory reporting requirements provide otherwise). The audited consolidated financial statements of NBC as of December 31, 1997, and for the two years then ended last filed by NBC as part of a publicly available regulatory document disclose all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted), as of their respective dates, of NBC and the NBC subsidiaries required to be reflected in such financial statements according to GAAP, other than liabilities which are not, in the case of unaudited interim financial statementsaggregate, material to normal year-end audit adjustmentsNBC and the NBC subsidiaries, taken as a whole, and except contain in the opinion of management, adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses in accordance with GAAP, if any, as of such date. Except for (i) those liabilities that are fully reflected or reserved against on NBC's audited consolidated balance sheet last filed by NBC as part of a publicly available regulatory document and (ii) liabilities incurred in the unaudited interim financial statements do ordinary course of business since the date of such audited consolidated balance sheet and which would not contain all have, individually or in the aggregate, a material adverse effect on NBC, NBC has no liabilities or obligations of the disclosures any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, which are or would be required by GAAP. Since June 30, 1999 there has been no change in any of the significant accounting (including tax accounting) policies, practices, or procedures of the Corporation or any of GAAP to be shown on its consolidated subsidiaries. The Corporation is and has been subject to the reporting requirements of the Exchange Act and has timely filed with the SEC all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 or 15(d) of the Exchange Act since June 30, 1999balance sheet.

Financial Statements and Reports. The Corporation EFCC has timely filed all required forms, reports, statements and documents with the SEC, all of which have complied in all material respects with all applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Corporation has delivered or made available to each Purchaser Star true and complete copies of (i) the Corporation's its Annual Report on Form 10-KSB for the fiscal year ended June 30December 31, 19991995 (the "EFCC 10-KSB"), as filed with the Commission, (ii) its proxy statement relating to the Corporation's its most recent annual stockholders meeting held November 19, 1999of its shareholders, (iii) all other forms, reports, registration statements and documents filed by EFCC and declared effective under the Corporation with the SEC pursuant to the Exchange Securities Act since June 30January 1, 1999, 1994 through the date hereof and (iv) all other reports, statements and other information provided registration statements (including Current Reports on Form 8-K) filed by it with the Corporation Commission subsequent to its stockholders since January 1, 1999 1994 through the date hereof. The reports, statements and registration statements referred to in the immediately preceding sentence (collectivelyincluding, without limitation, any financial statements or schedules or other information included or incorporated by reference therein) are referred to in this Agreement as the "EFCC SEC Filings." As of the respective times such documents were filed or, as applicable, became effective, the "EFCC SEC Reports"). As Filings complied as to form and content, in all material respects, with the requirements of their respective datesthe Securities Act and the Exchange Act, as the SEC Reports case may be, and the rules and regulations promulgated thereunder, and did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated The financial statements of the Corporation EFCC included or incorporated by reference in the EFCC SEC Reports (including any such SEC Report filed after the date of this Agreement until the Initial Closing) Filings were prepared in accordance with GAAP generally accepted accounting principles (as in effect from time to time) applied on a consistent basis and (except as otherwise stated in such financial statements or, may be indicated therein or in the case of audited statements, the related report thereon of independent certified public accounts), and notes thereto) present fairly the consolidated financial position and position, consolidated results of operations, operations and consolidated cash flows of EFCC and of changes in stockholders' equity of the Corporation and its consolidated subsidiaries EFCC Subsidiaries as of the dates and for the periods indicated, indicated subject, in the case of unaudited interim consolidated financial statements, to normal recurring year-end audit adjustments, adjustment and except that the unaudited interim financial statements do not contain all of the disclosures required by GAAPany other adjustment described therein. Since June 30December 31, 1999 1995, there has been no change in any of the significant accounting (including tax accounting) policies, practicesprinciples applicable to, or procedures methods of the Corporation or any of its consolidated subsidiariesaccounting utilized by, EFCC. The Corporation is books and has records of EFCC and the EFCC Subsidiaries have been subject to and are being maintained in accordance with good business practice, reflect only valid transactions, are complete and correct in all material respects, and present fairly in all material respects the reporting requirements basis for the financial position and results of operations of EFCC and the Exchange Act and has timely filed with EFCC Subsidiaries set forth in the financial statements of EFCC included in the EFCC SEC all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 or 15(d) of the Exchange Act since June 30, 1999Filings.

Financial Statements and Reports. (a) The Corporation has timely audited consolidated balance sheets of Purchaser and its subsidiaries as of December 31, 2013, December 31, 2012 and December 31, 2011 and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years ended December 31, 2013, December 31, 2012 and December 31, 2011, together with the notes thereto, reported on by PricewaterhouseCoopers LLP and included in Purchaser’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, as filed with the SEC (i) in all required formsmaterial respects have been prepared from, reportsand are in accordance with, the books and records of Purchaser and its subsidiaries; (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Purchaser and its subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and documents amount); (iii) complied as to form, as of their respective dates of filing with the SEC, all of which have complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the Exchange Act and the Securities Act, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation SEC with the SEC pursuant to the Exchange Act since June 30, 1999, respect thereto; and (iv) in all material respects have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. As of the date hereof, the books and records of Purchaser and its subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP has not resigned (or informed Purchaser that indicated it intends to resign) or been dismissed as independent public accountants of Purchaser as a result of or in connection with any disagreements with Purchaser on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have a Purchaser Material Adverse Effect, Purchaser and each of its subsidiaries have timely filed all reports, registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2010 with all applicable Regulatory Agencies and with each other information provided applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31, 2010, including any report or statement required to be filed pursuant to the Corporation laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, have paid all fees and assessments due and payable in connection therewith, and, as of the date hereof, there are no material unresolved violations or exceptions by any Regulatory Agencies in connection therewith. (c) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Purchaser or any of its stockholders subsidiaries pursuant to the Securities Act or the Exchange Act, since January 1June 25, 1999 2011 (collectively, the "“Purchaser SEC Reports"”) is publicly available (it being understood that documents made available via the SEC’s ▇▇▇▇▇ system shall be deemed to have been made publicly available for purposes of this representation). As No such Purchaser SEC Report, at the time filed, furnished or communicated (and, in the case of their respective datesregistration statements and proxy statements, on the SEC Reports did not contain dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. Each , except that information filed as of the consolidated financial statements of the Corporation included or incorporated by reference in the SEC Reports a later date (including any such SEC Report filed after but before the date of this Agreement until Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Purchaser SEC Reports complied as to form in all material respects with the Initial Closing) were prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report thereon of independent certified public accounts), published rules and present fairly the financial position and results of operations, cash flows and of changes in stockholders' equity regulations of the Corporation and its consolidated subsidiaries as SEC with respect thereto. As of the dates and for date of this Agreement, no executive officer of Purchaser has failed in any respect to make the periods indicated, subject, in the case certifications required of unaudited interim financial statements, to normal year-end audit adjustments, and except that the unaudited interim financial statements do not contain all him or her under Section 302 or 906 of SOX. As of the disclosures required date hereof, there are no material outstanding comments from or unresolved issues raised by GAAP. Since June 30, 1999 there has been no change in the SEC with respect to any of the significant accounting (including tax accounting) policiesPurchaser SEC Reports, practices, except such comments or procedures unresolved issues as would not reasonably be expected to have a Purchaser Material Adverse Effect. None of the Corporation or any of its consolidated subsidiaries. The Corporation Purchaser’s subsidiaries is and has been subject required to the reporting requirements of the Exchange Act and has timely filed file periodic reports with the SEC all periodic reports required pursuant to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 Section 13 or 15(d) of the Exchange Act since June 30, 1999(other than Form 13F).

Financial Statements and Reports. The Corporation has For the past five years, the -------------------------------- Company and the Company Subsidiaries have timely filed all required forms, reports, statements reports and documents required to be filed by them with the SECFRB, the Division or the FDIC under various financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on the business, financial condition or results of which have operations of the Company and the Company Subsidiaries, taken as a whole; and all such documents, as finally amended, complied in all material respects with all applicable requirements of the Exchange Act and the Securities Actlaw and, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation with the SEC pursuant to the Exchange Act since June 30, 1999, and (iv) all reports, statements and other information provided by the Corporation to its stockholders since January 1, 1999 (collectively, the "SEC Reports"). As of their respective datesdate or the date as amended, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of Except to the consolidated extent stated therein or in Section 2.4 to Schedule I, all financial statements of the Corporation and schedules included or incorporated by reference in the SEC Reports documents referred to in the preceding sentences (including any such SEC Report or to be included in similar documents to be filed after the date hereof) (i) are or will be (with respect to financial statements in respect of this Agreement until the Initial Closingperiods ending after December 31, 1997) were prepared in accordance with GAAP applied on a consistent basis the Company's books and records and those of any of the Company Subsidiaries, and (except as otherwise stated in such financial statements or, ii) present (and in the case of audited statementsfinancial statements in respect of periods ending after December 31, the related report thereon of independent certified public accounts)1997, and present will present) fairly the financial position consolidated balance sheet and results the consolidated statements of operations, cash flows and of changes in stockholders' equity and cash flows of the Corporation Company and its consolidated subsidiaries the Company Subsidiaries as of the dates and for the period indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods indicated(except for the omission of notes to unaudited statements, subjectyear end adjustments to interim results and changes to generally accepted accounting principles). The consolidated financial statements of the Company at December 31, in 1997 and for the year then ended and the consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of unaudited interim financial statements, to normal year-end audit adjustments, and except that the unaudited interim financial statements do not contain all when asserted) of the disclosures required by GAAP. Since June 30, 1999 there has been no change in any of Company and the significant accounting (including tax accounting) policies, practices, or procedures of the Corporation or any of its consolidated subsidiaries. The Corporation is and has been subject to the reporting requirements of the Exchange Act and has timely filed with the SEC all periodic reports Company Subsidiaries required to be filed by it pursuant thereto reflected in such financial statements according to generally accepted accounting principles and contain or will contain adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all reports required other material accrued liabilities and for all reasonably anticipated material losses, if any as of such date. There exists no set of circumstances that could reasonably be expected to result in any liability or obligation material to the Company or the Company Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be filed under Sections 13taken after December 31, 14 1997 (i) in the ordinary course of business, or 15(d(ii) of the Exchange Act since June 30, 1999as permitted by this Agreement.

Financial Statements and Reports. The Corporation has For the past three -------------------------------- years, Commercial and the Commercial Subsidiaries have timely filed all Regulatory Documents required formsto be filed by them, reportsexcept to the extent that all failures to so file, statements in the aggregate, would not have a Commercial Material Adverse Effect; and documents with the SECall such documents, all of which have as finally amended, complied in all material respects with all applicable requirements of the Exchange Act and the Securities ActApplicable Law and, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation with the SEC pursuant to the Exchange Act since June 30, 1999, and (iv) all reports, statements and other information provided by the Corporation to its stockholders since January 1, 1999 (collectively, the "SEC Reports"). As of their respective datesdate or the date as amended, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent stated therein, all financial statements and schedules included in the documents referred to in the preceding sentences (i) are in accordance with Commercial's books and records and those of any of the Commercial Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Law, and (ii) present fairly the consolidated financial statements of the Corporation included or incorporated by reference in the SEC Reports (including any such SEC Report filed after the date of this Agreement until the Initial Closing) were prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and the consolidated results of operations, operations and cash flows and of changes in stockholders' equity of the Corporation and its consolidated subsidiaries Commercial as of the dates and for the periods indicatedindicated in accordance with GAAP consistently applied during the periods involved (except for the omission of notes to unaudited statements, subjectyear-end adjustments to interim results normal in nature and amount and changes in GAAP and except where regulatory reporting requirements provide otherwise). The consolidated financial statements of Commercial as of December 31, 1997 and for the three years then ended last filed by Commercial as part of a publicly available Regulatory Document disclose all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted), as of their respective dates, of Commercial and the Commercial Subsidiaries required to be reflected in such financial statements according to GAAP, other than liabilities which are not, in the case of unaudited interim financial statementsaggregate, material to normal year-end audit adjustmentsCommercial and the Commercial Subsidiaries, taken as a whole, and except contain in the opinion of management, adequate reserves for losses on loans and properties acquired in settlement of loans, Taxes and all other material accrued liabilities and for all reasonably anticipated material losses in accordance with GAAP, if any, as of such date. Except for (i) those liabilities that are fully reflected or reserved against on Commercial's audited consolidated balance sheet last filed by Commercial as part of a publicly available Regulatory Document and (ii) liabilities incurred in the unaudited interim financial statements do ordinary course of business since the date of such audited consolidated balance sheet and which would not contain all have, individually or in the aggregate, a Commercial Material Adverse Effect, Commercial has no liabilities or obligations of the disclosures any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, which are or would be required by GAAP. Since June 30, 1999 there has been no change in any of the significant accounting (including tax accounting) policies, practices, or procedures of the Corporation or any of GAAP to be shown on its consolidated subsidiaries. The Corporation is and has been subject to the reporting requirements of the Exchange Act and has timely filed with the SEC all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 or 15(d) of the Exchange Act since June 30, 1999balance sheet.

Financial Statements and Reports. Attached hereto as Schedule 5.5 are copies of all BHC Financial Statements and BHC Call Reports for periods ended prior to the date hereof, including without limitation BHC’s balance sheet dated September 30, 2008 (the “BHC 9-30-08 Balance Sheet”), and BHC will deliver to Protective promptly copies of all BHC Financial Statements, including without limitation BHC’s balance sheet as of the Effective Time (the “Closing Date Balance Sheet”), and BHC Call Reports prepared subsequent to the date hereof. The Corporation has timely filed all required formsBHC Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are, reportsor if dated after the date of this Agreement, statements and documents will be, in accordance with the SEC, all of which have complied in all material respects with all applicable requirements books and records of the Exchange Act and the Securities ActBHC Companies, which are or will be, as the case may be. The Corporation has delivered , complete and correct and which have been or made available to each Purchaser true will have been, as the case may be, maintained in accordance with good business practices and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30in accordance with applicable legal and accounting principles and reflect only actual transactions, 1999, and (ii) its proxy statement relating to present or will present, as the Corporation's annual stockholders meeting held November 19case may be, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation with the SEC pursuant to the Exchange Act since June 30, 1999, and (iv) all reports, statements and other information provided by the Corporation to its stockholders since January 1, 1999 (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of fairly the consolidated financial statements position of the Corporation included or incorporated by reference BHC Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity and cash flows of the SEC Reports (including any such SEC Report filed after BHC Companies for the date of this Agreement until the Initial Closing) were prepared periods indicated, in accordance with GAAP applied on a consistent basis (except subject to exceptions as otherwise stated to consistency specified therein or as may be indicated in such financial statements the notes thereto or, in the case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and results of operations, cash flows and of changes in stockholders' equity of the Corporation and its consolidated subsidiaries as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustmentsadjustments that are not material). The BHC Call Reports have been prepared in compliance with (A) the rules and regulations of the respective federal or state banking regulator with which they were filed, and (B) regulatory accounting principles, which principles have been consistently applied during the periods involved, except that the unaudited interim financial statements do not contain all of the disclosures required by GAAP. Since June 30, 1999 there has been no change in any of the significant accounting (including tax accounting) policies, practices, or procedures of the Corporation or any of its consolidated subsidiaries. The Corporation is and has been subject to the reporting requirements of the Exchange Act and has timely filed with the SEC all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 or 15(d) of the Exchange Act since June 30, 1999as otherwise noted therein.

Financial Statements and Reports. (a) The Corporation has timely audited consolidated balance sheets of the Purchaser Entities as of December 31, 2013 and December 31, 2012 and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years ended December 31, 2013 and December 31, 2012, together with the notes thereto, reported on by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC and included in Purchaser’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2013 and December 31, 2012, as filed with the SEC: (i) in all required formsmaterial respects have been prepared from, reportsand are in accordance with, the books and records of the Purchaser Entities; (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Purchaser Entities for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and documents amount); (iii) complied as to form, as of their respective dates of filing with the SEC, all of which have complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the Exchange Act and the Securities Act, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation SEC with the SEC pursuant to the Exchange Act since June 30, 1999, respect thereto; and (iv) in all material respects have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. As of the date hereof, the books and records of each of the Purchaser Entities have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC has not resigned (or informed Purchaser that indicated it intends to resign) or been dismissed as independent public accountants of Purchaser as a result of or in connection with any disagreements with Purchaser on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have a Purchaser Material Adverse Effect, each Purchaser Entity has timely filed all reports, registrations, statements and other information provided by the Corporation certifications, together with any amendments required to its stockholders be made with respect thereto, that it was required to file since January 1, 1999 2012 with all applicable Regulatory Agencies and with each other applicable Governmental Authority, and all other reports and statements required to be filed by it since January 1, 2012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Authority, has paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments would not reasonably be expected to have a Purchaser Material Adverse Effect, and, as of the date hereof, there are no material unresolved violations or exceptions by any Regulatory Agencies in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course, there is no pending proceeding before, or, to Purchaser’s Knowledge, threatened, examination or investigation by, any Regulatory Agency into the business or operations of any Purchaser Entity. (collectivelyc) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the "SEC by any Purchaser Entity pursuant to the Securities Act or the Exchange Act, since January 1, 2011 (the “Purchaser SEC Reports"”) is publicly available (it being understood that documents made available via the SEC’s ▇▇▇▇▇ system shall be deemed to have been made publicly available for purposes of this representation). As No such Purchaser SEC Report, at the time filed, furnished or communicated (and, in the case of their respective datesregistration statements and proxy statements, on the SEC Reports did not contain dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. Each , except that information filed as of the consolidated financial statements of the Corporation included or incorporated by reference in the SEC Reports a later date (including any such SEC Report filed after but before the date of this Agreement until Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Purchaser SEC Reports complied as to form in all material respects with the Initial Closing) were prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report thereon of independent certified public accounts), published rules and present fairly the financial position and results of operations, cash flows and of changes in stockholders' equity regulations of the Corporation and its consolidated subsidiaries as SEC with respect thereto. As of the dates and for date of this Agreement, no executive officer of Purchaser has failed in any respect to make the periods indicated, subject, in the case certifications required of unaudited interim financial statements, to normal year-end audit adjustments, and except that the unaudited interim financial statements do not contain all him or her under Section 302 or 906 of the disclosures required ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. As of the date hereof, there are no material outstanding comments from or unresolved issues raised by GAAP. Since June 30, 1999 there has been no change in the SEC with respect to any of the significant accounting (including tax accounting) policiesPurchaser SEC Reports, practices, except such comments or procedures unresolved issues as would not reasonably be expected to have a Purchaser Material Adverse Effect. None of the Corporation or any of its consolidated subsidiaries. The Corporation Purchaser’s subsidiaries is and has been subject required to the reporting requirements of the Exchange Act and has timely filed file periodic reports with the SEC all periodic reports required pursuant to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 Section 13 or 15(d) of the Exchange Act since June 30Act. (d) The records, 1999systems, controls, data and information of each Purchaser Entity 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, or appropriate license by, a Purchaser Entity or its respective accountants (including all means of access thereto and therefrom), except for non-exclusive ownership and non-direct control that would not reasonably be expected to have a Purchaser Material Adverse Effect. Since January 1, 2012: (i) no Purchaser Entity nor, to the Knowledge of Purchaser, any director, officer, employee, auditor, accountant or representative of any Purchaser Entity, has received or otherwise had or obtained Knowledge of any material written complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of any Purchaser Entity or its respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Purchaser Entity has engaged in questionable accounting or auditing practices; and (ii) no attorney representing any Purchaser Entity, whether or not employed by any Purchaser Entity, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by any Purchaser Entity or any of its respective officers or directors or employees who have a significant role in Purchaser Entities’ internal control over financial reporting to the Board of Directors of Purchaser or any committee thereof or to any director or officer of Purchaser. (e) The information contained in the budget or the pro forma financial information (including, without limitation, the projections and forecasts contained therein) that was provided by Purchaser to Seller, was based upon reasonable assumptions, which assumptions and such budget or pro forma financial information, remain, to Purchaser’s Knowledge, reasonable.

Financial Statements and Reports. (a) The Corporation has timely filed all required formsfinancial statements of the Company and its Subsidiaries included in the Company's filings with the SEC for the last three (3) fiscal years, reportsthe audited financial statements as of December 31, 2002 and for the year ended December 31, 2002 and the unaudited financial statements of February 28, 2003 and documents for the two months then ended (including the related notes) complied as to form, as of their respective dates of filing with the SEC, all of which have complied if applicable, in all material respects with all applicable accounting requirements and the published rules and regulations of the Exchange Act and the Securities ActSEC with respect thereto (including, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10without limitation, Regulation S-KSB for the fiscal year ended June 30X), 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation with the SEC pursuant to the Exchange Act since June 30, 1999, and (iv) all reports, statements and other information provided by the Corporation to its stockholders since January 1, 1999 (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of the Corporation included or incorporated by reference in the SEC Reports (including any such SEC Report filed after the date of this Agreement until the Initial Closing) were have been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as otherwise stated in such financial statements or, may be indicated in the case notes thereto) and fairly present the consolidated financial condition of audited statements, the related report thereon of independent certified public accounts), Company and present fairly its Subsidiaries at the financial position dates thereof and the consolidated results of operations, operations and cash flows and of changes in stockholders' equity of the Corporation and its consolidated subsidiaries as of the dates and for the periods indicated, then ended (subject, in the case of unaudited interim financial statements, to notes and normal year-end audit adjustments, and except adjustments that were not material in amount or effect). Except (A) as reflected in the unaudited interim Company's audited financial statements do not contain all of at December 31, 2002 (the disclosures required by GAAP. Since June 30, 1999 there has been no change "Most Recent Financial Statements") or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (B) for liabilities incurred in the ordinary course of business since December 31, 2002 consistent with past practice or in connection with this Agreement or the significant accounting (including tax accounting) policiestransactions contemplated hereby, practices, or procedures of neither the Corporation or Company nor any of its consolidated subsidiariesSubsidiaries has any material liabilities or obligations of any nature. The Corporation is and has been subject Deloitte & Touche LLP, who have expressed their opinion with respect to the reporting requirements audited financial statements of the Exchange Company and its Subsidiaries included in the Company's filings with the SEC (including the related notes), are independent public or certified public accountants as required by the Securities Act and the Exchange Act. (b) The Company heretofore has timely provided to counsel to the Investor complete and correct copies of all certifications filed with the SEC all periodic reports required pursuant to be filed by it pursuant thereto Sections 302 and all reports required to be filed under Sections 13, 14 or 15(d) 906 of the Exchange Sarbanes-Oxley Act since June 30of 2002 ("SOX") and hereby reaffirms, 1999repres▇▇▇▇ ▇▇▇ ▇▇▇rants to the Company the matters and statements made in such certificates.

Financial Statements and Reports. The Corporation FSI has timely filed all required forms, reports, statements and documents provided PES with the SEC, all of which have complied in all material respects with all applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (ia) the CorporationFSI's Annual Report most recent audit, (b) copies of FSI 's Registration Statement on Form 10-KSB for SB-2 and Prospectus which was declared effective by the fiscal year ended Securities and Exchange Commission on June 308, 19991998, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iiic) all other forms, reports, statements and documents registration statements filed by the Corporation it with the SEC pursuant to the Securities and Exchange Act Commission since June 308, 1999, and (iv) all 1998. The reports, statements and other information provided by registration statements referred to in the Corporation immediately preceding sentence including any that are filed subsequent to its stockholders since January 1, 1999 (collectively, the date hereof and prior to the effective date are referred to in the Agreement as the "SEC Reports"). Filings." As of their respective dates, the SEC Reports Filings did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, therein in the light of the circumstances under which they were made, not misleading. Each of the consolidated The financial statements of the Corporation FSI included or incorporated by reference in the SEC Reports (including any such SEC Report filed after the date of this Agreement until the Initial Closing) Filings were prepared by an independent certified public accountant in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as otherwise stated noted in such financial statements or, in the case of audited statements, the related report thereon of independent certified public accounts), ) and present fairly the financial position and position, results of operations, cash flows operations and of changes in stockholders' equity financial position of the Corporation and its consolidated subsidiaries FSI as of the dates and for the periods indicated, indicated subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments and any other adjustments described therein. On the Effective Date, and except that the unaudited interim financial statements do not contain all FSI will have approximately $45,000, consisting of the disclosures required by GAAPproceeds from FSI 's initial public offering, currently held in escrow. Since June 30FSI has no liabilities (including, 1999 there has been no change without limitation, unasserted claims, matured or unmatured, absolute, contingent or otherwise, except as otherwise set forth in any of the significant accounting (including tax accounting) policiesthis Agreement, practicesthat, or procedures of the Corporation or any of its consolidated subsidiaries. The Corporation is and has been subject to the reporting requirements of the Exchange Act and has timely filed in accordance with the SEC all periodic reports FSI's prior practice are required to be filed by it pursuant thereto reflected and all reports required to be filed under Sections 13, 14 are not reflected or 15(d) are in excess of the Exchange Act since June 30amounts reflected in the Financial Statements. The Financial Statements reflect all necessary adjustments and reserves for losses and contingencies. Since December 31, 19991998, FSI has not suffered any material adverse change in its business, operations, financial condition or prospects.

Financial Statements and Reports. The Corporation has timely filed all required forms(a) No registration statement, reportsproxy statement, statements and documents with the SEC, all of which have complied in all material respects with all applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Corporation has delivered schedule or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents report filed by the Corporation Patapsco or any Patapsco Subsidiary with the SEC pursuant to under the Exchange Act since June 301933 Act, 1999or the 1934 Act, on the date of effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, and (iv) all reportsexcept as revised, statements and other information provided amended or modified by the Corporation to its stockholders since January 1a subsequently filed document, 1999 (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Patapsco and the Patapsco Subsidiaries have timely filed all documents required to be filed by them with the SEC, the FRB, the Commissioner, or the FDIC under various securities and financial institution laws and regulations for the past five years (or such shorter period as they may have been subject to such filing requirements), except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on the business, financial condition or results of operations of Patapsco and the consolidated Patapsco Subsidiaries, taken as a whole. All such documents, as finally revised, modified or amended by any subsequently filed amendment, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, and, with respect to reports and documents filed with banking regulatory agencies, were accurate in all material respects. Except to the extent stated therein, all financial statements of the Corporation included or incorporated by reference in the SEC Reports (including any such SEC Report notes thereto) and schedules included in the documents referred to in the preceding sentences (or to be included in similar documents to be filed after the date hereof) (i) are or will be (with respect to financial statements in respect of this Agreement until the Initial Closingperiods ending after December 31, 1999) were prepared in accordance with GAAP applied on a consistent basis Patapsco's books and records and those of any of its Subsidiaries, and (except as otherwise stated in such financial statements or, ii) present (and in the case of audited statementsfinancial statements in respect of periods ending after December 31, the related report thereon of independent certified public accounts), and present 1999 will present) fairly the consolidated statement of financial position condition and results the consolidated statements of operations, cash flows and of changes in stockholders' equity and cash flows of Patapsco and the Corporation and its consolidated subsidiaries Patapsco Subsidiaries as of the dates and for the periods indicated, subject, indicated in accordance with generally accepted accounting principles (except for the case omission of notes to unaudited interim financial statements, year end adjustments to normal year-end audit adjustments, interim results and except that the unaudited interim changes in generally accepted accounting principles). The consolidated financial statements do not contain all of the disclosures required by GAAP. Since Patapsco as of June 30, 1999 there has been and for the three years then ended and the consolidated financial statements for all periods thereafter up to the Closing disclose or will disclose, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or due to become due and regardless of when asserted), as of their respective dates, of Patapsco and the Patapsco Subsidiaries required to be reflected in such financial statements according to generally accepted accounting principles, other than liabilities which are not, in the aggregate, material to Patapsco and the Patapsco Subsidiaries, taken as a whole, and contain or will contain in the opinion of management adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses, if any as of such date. There exists no change set of circumstances that could reasonably be expected to result in any of liability or obligation material to Patapsco or the significant accounting (including tax accounting) policiesPatapsco Subsidiaries, practicestaken as a whole, except as disclosed in such consolidated financial statements at June 30, 1999, or procedures for transactions effected or actions occurring or omitted to be taken after June 30, 1999, (i) in the ordinary course of the Corporation business, or any of its consolidated subsidiaries. The Corporation is and (ii) as contemplated by this Agreement. (b) Patapsco has been subject made available to the reporting requirements of the Exchange Act and has timely Company all periodic reports filed with the SEC all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 or 15(d) of the Exchange 1934 Act for periods since June 30, 19991996 through the date hereof and will through Closing upon written request promptly deliver copies of 1934 Act reports for future periods. (c) Except (i) for commitments to fund loans, (ii) as reflected, noted or adequately reserved against in the financial statements referred to in this Section 3.4, or (iii) for deposits incurred in the ordinary course of business consistent with past practice, Patapsco and the Patapsco Subsidiaries do not have any material liabilities (whether accrued, absolute, contingent or otherwise).

Financial Statements and Reports. The Corporation has timely filed all required formsNo registration statement, reportsoffering circular, statements and documents with the SECproxy statement, all of which have complied in all material respects with all applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Corporation has delivered schedule or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents report filed by the Corporation with the SEC pursuant to the Exchange Act since June 30, 1999, it or any of its Subsidiaries under various securities and financial institution laws and regulations (iv) all reports, statements and other information provided by the Corporation to its stockholders since January 1, 1999 (collectively, the "SEC Regulatory Reports"). As , on the date of their respective datesits effectiveness in the case of registration statements, or on the SEC Reports did not date of filing in the case of reports or schedules, or on the date of mailing in the case of proxy statements, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. For the past three years, it has timely filed all Regulatory Reports required to be filed by it under various securities and financial institution laws and regulations except to the extent that any failure to do so, in the aggregate, would not have a material effect; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of the respective date or the date as amended, did not contain any untrue statements of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Except to the consolidated extent stated therein, all financial statements of the Corporation and schedules included or incorporated by reference in the SEC Regulatory Reports (including any such SEC Report or to be included in Regulatory Reports) to be filed after the date of this Agreement until the Initial Closinghereof (i) were or will be (with respect to financial statements in respect of periods ending after December 31, 1999), prepared in accordance with GAAP applied on a consistent basis its books and records, and (except as otherwise stated in such financial statements or, ii) present (and in the case of audited statementsfinancial statements and respective periods ending after December 31, the related report thereon of independent certified public accounts)1999, and present will present) fairly the consolidated financial position and the consolidated results of operationsoperations or income, changes in shareholders' equity and cash flows and of changes in stockholders' equity of the Corporation and its consolidated subsidiaries it as of the dates and for the periods indicatedindicated in accordance with generally accepted accounting principles applied on a consistent basis with prior periods. Its audited financial statements after December 31, subject1998 and for all periods thereafter up to the Closing reflect or will reflect, in as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of unaudited interim financial statements, to normal year-end audit adjustments, and except that the unaudited interim financial statements do not contain all when asserted) as of the disclosures required by GAAP. Since June 30, 1999 there has been no change in any of the significant accounting (including tax accounting) policies, practices, or procedures of the Corporation or any of its consolidated subsidiaries. The Corporation is and has been subject to the reporting requirements of the Exchange Act and has timely filed with the SEC all periodic reports such date required to be filed by it pursuant thereto reflected in such financial statements in accordance with generally accepted accounting principles and contain or will contain, as the case may be, adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all reports required to be filed under Sections 13other material accrued liabilities and for all reasonably anticipated material losses, 14 or 15(d) if any, as of the Exchange Act since June 30such date in accordance with generally accepted accounting principles. Except as disclosed in its financial statements at December 31, 1999, there exists no set of circumstances that could reasonably be expected to result in any liability or obligation, taken as a whole, material to it and its Subsidiaries except for transactions effected or actions occurring or taken after December 31, 1999 (i) in the ordinary course of business, (ii) as permitted by this Agreement, or (iii) as disclosed in its Regulatory Reports filed after December 31, 1999 and before the date of this Agreement. A true and complete copy of such December 31, 1999 financial statements have been delivered by it. The books and records of it have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements.

Financial Statements and Reports. The Corporation has For the past three years, Bancorp and the Bancorp Subsidiaries have timely filed all Regulatory Documents required formsto be filed by them, reportsexcept to the extent that all failures to so file, statements in the aggregate, would not have a Bancorp Material Adverse Effect; and documents with the SECall such documents, all of which have as finally amended, complied in all material respects with all applicable requirements of the Exchange Act and the Securities ActApplicable Law and, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation with the SEC pursuant to the Exchange Act since June 30, 1999, and (iv) all reports, statements and other information provided by the Corporation to its stockholders since January 1, 1999 (collectively, the "SEC Reports"). As of their respective datesdate or the date as amended, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent stated therein, all financial statements and schedules included in the documents referred to in the preceding sentences (i) are in accordance with Bancorp's books and records and those of any of the Bancorp Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Law, and (ii) present fairly the consolidated financial statements of the Corporation included or incorporated by reference in the SEC Reports (including any such SEC Report filed after the date of this Agreement until the Initial Closing) were prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and the consolidated results of operations, operations and cash flows and of changes in stockholders' equity of the Corporation and its consolidated subsidiaries Bancorp as of the dates and for the periods indicatedindicated in accordance with GAAP consistently applied during the periods involved (except for the omission of notes to unaudited statements, subjectyear-end adjustments to interim results normal in nature and amount and changes in GAAP and except where regulatory reporting requirements provide otherwise). The audited consolidated financial statements of Bancorp as of December 31, 1996 and for the three years then ended last filed by Bancorp as part of a publicly available Regulatory Document disclose all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted), as of their respective dates, of Bancorp and the Bancorp Subsidiaries required to be reflected in such financial statements according to GAAP, other than liabilities which are not, in the case of unaudited interim financial statementsaggregate, material to normal year-end audit adjustmentsBancorp and the Bancorp Subsidiaries, taken as a whole, and except contain in the opinion of management, adequate reserves for losses on loans and properties acquired in settlement of loans, Taxes and all other material accrued liabilities and for all reasonably anticipated material losses in accordance with GAAP, if any, as of such date. Except for (i) those liabilities that are fully reflected or reserved against on Bancorp's audited consolidated balance sheet last filed by Bancorp as part of a publicly available Regulatory Document and (ii) liabilities incurred in the unaudited interim financial statements do ordinary course of business since the date of such audited consolidated balance sheet and which would not contain all have, individually or in the aggregate, a Bancorp Material Adverse Effect, Bancorp has no liabilities or obligations of the disclosures any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, which are or would be required by GAAP. Since June 30, 1999 there has been no change in any of the significant accounting (including tax accounting) policies, practices, or procedures of the Corporation or any of GAAP to be shown on its consolidated subsidiaries. The Corporation is and has been subject to the reporting requirements of the Exchange Act and has timely filed with the SEC all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 or 15(d) of the Exchange Act since June 30, 1999balance sheet.

Financial Statements and Reports. The Corporation has For the past three years, Commercial and the Commercial Subsidiaries have timely filed all Regulatory Documents required formsto be filed by them, reportsexcept to the extent that all failures to so file, statements in the aggregate, would not have a Commercial Material Adverse Effect; and documents with the SECall such documents, all of which have as finally amended, complied in all material respects with all applicable requirements of the Exchange Act and the Securities ActApplicable Law and, as the case may be. The Corporation has delivered or made available to each Purchaser true and complete copies of (i) the Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, (ii) its proxy statement relating to the Corporation's annual stockholders meeting held November 19, 1999, (iii) all other forms, reports, statements and documents filed by the Corporation with the SEC pursuant to the Exchange Act since June 30, 1999, and (iv) all reports, statements and other information provided by the Corporation to its stockholders since January 1, 1999 (collectively, the "SEC Reports"). As of their respective datesdate or the date as amended, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent stated therein, all financial statements and schedules included in the documents referred to in the preceding sentences (i) are in accordance with Commercial's books and records and those of any of the Commercial Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Law, and (ii) present fairly the consolidated financial statements of the Corporation included or incorporated by reference in the SEC Reports (including any such SEC Report filed after the date of this Agreement until the Initial Closing) were prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and the consolidated results of operations, operations and cash flows and of changes in stockholders' equity of the Corporation and its consolidated subsidiaries Commercial as of the dates and for the periods indicatedindicated in accordance with GAAP consistently applied during the periods involved (except for the omission of notes to unaudited statements, subjectyear-end adjustments to interim results normal in nature and amount and changes in GAAP and except where regulatory reporting requirements provide otherwise). The consolidated financial statements of Commercial as of December 31, 1997 and for the three years then ended last filed by Commercial as part of a publicly available Regulatory Document disclose all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted), as of their respective dates, of Commercial and the Commercial Subsidiaries required to be reflected in such financial statements according to GAAP, other than liabilities which are not, in the case of unaudited interim financial statementsaggregate, material to normal year-end audit adjustmentsCommercial and the Commercial Subsidiaries, taken as a whole, and except contain in the opinion of management, adequate reserves for losses on loans and properties acquired in settlement of loans, Taxes and all other material accrued liabilities and for all reasonably anticipated material losses in accordance with GAAP, if any, as of such date. Except for (i) those liabilities that are fully reflected or reserved against on Commercial's audited consolidated balance sheet last filed by Commercial as part of a publicly available Regulatory Document and (ii) liabilities incurred in the unaudited interim financial statements do ordinary course of business since the date of such audited consolidated balance sheet and which would not contain all have, individually or in the aggregate, a Commercial Material Adverse Effect, Commercial has no liabilities or obligations of the disclosures any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, which are or would be required by GAAP. Since June 30, 1999 there has been no change in any of the significant accounting (including tax accounting) policies, practices, or procedures of the Corporation or any of GAAP to be shown on its consolidated subsidiaries. The Corporation is and has been subject to the reporting requirements of the Exchange Act and has timely filed with the SEC all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 or 15(d) of the Exchange Act since June 30, 1999balance sheet.