Common use of Statements True and Correct Clause in Contracts

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Company regarding Mutual for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or ---------------------------- to be supplied by PMSI or PMSI Database or any Mutual Company regarding Mutual Affiliate thereof for inclusion in the Registration Statement to be filed by UPC NDC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain include any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any 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, or, in the case . None of the Proxy Statement information supplied or to be supplied by PMSI or PMSI Database or any amendment Affiliate thereof for inclusion in any documents to be filed by PMSI or supplement theretoPMSI Database or any Affiliate thereof with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, include any untrue statement of the Stockholders' Meeting, be false or misleading with respect to any Material a material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement make the statements therein, in any earlier communication with respect to light of the solicitation of any proxy for the Stockholders' Meetingcircumstances under which they were made, not misleading. All documents that PMSI or PMSI Database or any Mutual Company Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied No statement, certificate, instrument, or other writing furnished or to be supplied furnished by any Mutual Company regarding Mutual for inclusion in the Registration Statement WAYN▇ ▇▇▇ity to be filed by UPC with the SEC willFIRST BANKING pursuant to this Agreement or any other document, when the Registration Statement becomes effective, be false or misleading with respect to any Material factagreement, or instrument referred to herein contains or will contain any untrue statement of a Material fact, material fact or will omit to state any Material a material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any 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, or, . None of the information supplied or to be supplied by any WAYN▇ ▇▇▇ity for inclusion in the case of registration statement to be filed by FIRST BANKING with the Proxy Statement or any amendment thereof or supplement theretoSEC in accordance with Section 8.1 will, at the time of the Stockholders' Meetingwhen such registration statement becomes effective, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to make the solicitation of any proxy for the Stockholders' Meetingstatements therein not misleading. All documents that any Mutual Company WAYN▇ ▇▇▇ity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.. No documents to be filed by a WAYN▇ ▇▇▇ity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Company regarding Mutual Entity for inclusion in the Registration Statement to be filed by UPC Parent with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company Entity for inclusion in the Proxy Statement to be mailed to MutualCompany's stockholders in connection with the Stockholders' Meeting Meeting, and any other documents to be filed by a Company Entity with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders of MutualCompany, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual Company Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by any Parent Entity which is contained in any of the foregoing documents.

Statements True and Correct. None of the information supplied No statement, certificate, instrument or other writing furnished or to be supplied furnished by any Mutual CBC Company regarding Mutual for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false CFSB pursuant to this Agreement contains or misleading with respect to any Material fact, or will contain any untrue statement of a Material fact, material fact or will omit to state any Material a material fact required to be stated thereunder or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any Mutual CBC Company for inclusion in the Proxy Statement to be mailed to MutualCFSB's stockholders shareholders in connection with the StockholdersCFSB Shareholders' Meeting Meeting, and any other documents to be filed by any CBC Company with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of MutualCFSB, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersCFSB Shareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersCFSB Shareholders' Meeting. All documents that any Mutual CBC Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to ---------------------------- be supplied by any Mutual Company regarding Mutual NDC Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by UPC NDC or in the proxy statement to be filed by PMSI with the SEC willSEC, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any will include an untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, with respect to the Registration Statement, on the date such Registration Statement becomes effective, and with respect to the proxy statement as of its date. None of the information supplied or to be supplied by any Mutual Company NDC Entity or any Affiliate thereof for inclusion in the Proxy Statement any documents to be mailed to Mutual's stockholders filed by any NDC Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, when first mailed to at the stockholders of Mutualrespective time such documents are filed, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual Company NDC Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual UPC Company regarding Mutual UPC for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual UPC Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting Meeting, will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual UPC Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied No statement, certificate, instrument or other writing furnished or to be supplied furnished by any Mutual CFSB Company regarding Mutual for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false CBC pursuant to this Agreement contains or misleading with respect to any Material fact, or will contain any untrue statement of a Material fact, material fact or will omit to state any Material a material fact required to be stated thereunder or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any Mutual CFSB Company for inclusion in the Proxy Statement to be mailed to MutualCFSB's stockholders shareholders in connection with the StockholdersCFSB Shareholders' Meeting Meeting, and any other documents to be filed by any CFSB Company with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of MutualCFSB, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersCFSB Shareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersCFSB Shareholders' Meeting. All documents that any Mutual CFSB Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual UPC Company regarding Mutual UPC for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual UPC Company for inclusion in the Joint Proxy Statement to be mailed to MutualMagna's and UPC's stockholders in connection with the Stockholders' Meeting Meetings, will, when first mailed to the stockholders of MutualMagna and UPC, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' MeetingMeetings, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' MeetingMeetings. All documents that any Mutual UPC Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. (a) None of the information supplied or to be supplied by any Mutual Company regarding Mutual for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false Parent Entity or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company Affiliate thereof for inclusion in the Proxy Statement to be mailed to MutualCompany's stockholders in connection with the Stockholders' Meeting Meeting, and any document to be filed by any Parent Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders of MutualCompany, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. . (b) All documents that any Mutual Company Parent Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Centura Company or any Affiliate thereof regarding Mutual Centura or such Affiliate for inclusion in the Registration Statement to be filed by UPC Centura with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Centura Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to MutualFirst Coastal's stockholders in connection with the Stockholders' Meeting Meeting, will, when first mailed to the stockholders of MutualFirst Coastal, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' MeetingMeetings. All documents that any Mutual Centura Company or any Affiliate thereof is -26- responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information --------------------------- supplied or to be supplied by any Mutual UPC Company regarding Mutual UPC for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual UPC Company for inclusion in the Proxy Statement to be mailed to MutualJefferson's stockholders in connection with the Stockholders' Meeting Meeting, will, when first mailed to the stockholders of MutualJefferson, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual UPC Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be supplied furnished by any Mutual NCC Company regarding Mutual for inclusion in or any Affiliate thereof to RBF pursuant to this Agreement, including the Registration Statement to be filed by UPC with the SEC willExhibits or Schedules hereto, when the Registration Statement becomes effective, be false contains or misleading with respect to any Material fact, or will contain any untrue statement of a Material fact, material fact or will omit to state any Material a material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any 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, or, in the case . None of the Proxy Statement information supplied or to be supplied by any NCC Company or any amendment Affiliate thereof for inclusion in (i) the documents to be filed with the SEC, including without limitation the S-4 Registration Statement and the Proxy Statement/Prospectus to be mailed to RBF’s stockholders in connection with the RBF Stockholders’ Meeting and (ii) any other documents to be filed by an NCC Company or supplement theretoany Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions provided for herein, will, at the respective time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of the Stockholders' MeetingRBF, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement make the statements therein, in any earlier communication with respect to light of the solicitation of any proxy for the Stockholders' Meetingcircumstances under which they were made, not misleading. All documents that any Mutual NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. (a) None of the information supplied or to be supplied by any Mutual Company regarding Mutual for inclusion included in the Registration Statement to be filed by UPC Buyer that is supplied by Target with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any an untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. . (b) None of the information supplied or to be supplied by any Mutual Company for inclusion included in the Proxy Statement to be mailed to Mutual's Target’s stockholders in connection with the Stockholders' Meeting ’ Meeting, and any other documents to be filed by a Target Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby that is supplied by any Target Entity or any Affiliate thereof for inclusion, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders of MutualTarget, be false or misleading with respect to any Material fact, or contain any misstatement an untrue statement of Material a material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' ’ Meeting, be false or misleading with respect to any Material contain an untrue statement of a material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to make the solicitation of any proxy for the Stockholders' Meeting. statements therein not misleading. (c) All documents that any Mutual Company Target Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the --------------------------- information supplied or to be supplied by any Mutual Jefferson Company regarding Mutual Jefferson for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Jefferson Company for inclusion in the Proxy Statement to be mailed to MutualJefferson's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of MutualJefferson, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual Jefferson Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual FLB Company regarding Mutual or any Affiliate thereof for inclusion in the Registration Statement to be filed by UPC with the SEC Statement, taken as a whole, will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual FLB Company for inclusion or any Affiliate thereof which is included in the Joint Proxy Statement or any other documents to be mailed to Mutual's stockholders filed by FLB or SCB with the SEC or any other Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the stockholders shareholders of MutualFLB or SCB, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersFLB Shareholders' Meeting or the SCB Shareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersFLB Shareholders' Meeting or the SCB Shareholders' Meeting. All documents that any Mutual FLB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the No representation or warranty made by C&S nor any statement or certificate or instrument furnished by C&S as information supplied which is included in an Exhibit or Schedule in connection with this Agreement nor any statement or certificate to be supplied furnished by any Mutual Company regarding Mutual for inclusion C&S to Brunswick pursuant to this Agreement, or in the Registration Statement to be filed by UPC connection with the SEC willtransactions contemplated by this Agreement, when the Registration Statement becomes effective, be false contains or misleading with respect to any Material fact, or will contain any untrue statement of a Material fact, material fact or omits or will omit to state any Material a material fact required to be stated thereunder or necessary to make the statements contained therein not misleading. None of the information supplied or to be supplied by any Mutual Company C&S for inclusion in the Registration Statement to be filed by C&S with the SEC in connection with the C&S Common Stock to be issued in the Merger, the Proxy Statement to be mailed to Mutual's the Brunswick stockholders in connection with the Stockholders' Meeting Meeting, and any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and, in the case of the Registration Statement, when it becomens effective, and with respect to the Proxy Statement, when first mailed to the stockholders of MutualBrunswick, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual Company C&S is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby Merger will comply as to form in all Material material respects with the provisions of applicable Lawlaw.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Premier Company regarding Mutual or any Affiliate thereof for inclusion in the Registration Statement to be filed by UPC Riva Bancshares with the SEC will, when the Registration Statement becomes effective, be false or misleading misleading, with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Premier Company for inclusion in the Proxy Statement to be mailed to MutualPremier's stockholders shareholders in connection with the StockholdersShareholders' Meeting Meeting, and any other documents to be filed by a Premier Company with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of MutualPremier, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersShareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersShareholders' Meeting. All documents that any Mutual Company Premier is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Company regarding Mutual Riva Bancshares for inclusion in the Registration Statement to be filed by UPC Riva Bancshares with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company Riva Bancshares for inclusion in the Proxy Statement to be mailed to MutualPremier's stockholders shareholders in connection with the StockholdersShareholders' Meeting Meeting, and any other documents to be filed by Riva Bancshares or with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of MutualPremier, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersShareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersShareholders' Meeting. All documents that any Mutual Company Riva Bancshares is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Magna Company regarding Mutual Magna for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Magna Company for inclusion in the Joint Proxy Statement to be mailed to MutualUPC's and Magna's stockholders in connection with the Stockholders' Meeting Meetings will, when first mailed to the stockholders of MutualUPC and Magna, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' MeetingMeetings, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' MeetingMeetings. All documents that any Mutual Magna Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Regions Company or any Affiliate thereof regarding Mutual Regions or such Affiliate for inclusion in the Registration Statement to be filed by UPC Regions with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Regions Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to MutualPark Meridian's stockholders in connection with the Stockholders' Meeting Meeting, will, when first mailed to the stockholders of MutualPark Meridian, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual Regions Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. (a) None of the information supplied or to be supplied by any Mutual Company regarding Mutual for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false Entity or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company Affiliate thereof for inclusion in the Proxy Statement to be mailed to MutualCompany's stockholders in connection with the Stockholders' Meeting Meeting, and any other documents to be filed by a Company Entity or any Affiliate thereof with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders of MutualCompany, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. . (b) All documents that any Mutual Company Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law. None of the representations, warranties or statements of Company contained in this Agreement, or in the exhibits hereto, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make any of such representations, warranties or statements in light of the circumstances under which they were made not misleading.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Premier Company regarding Mutual or any Affiliate thereof for inclusion in the Registration Statement to be filed by UPC First Premier with the SEC will, when the Registration Statement becomes effective, be false or misleading misleading, with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Premier Company for inclusion in the Proxy Statement to be mailed to MutualPremier's stockholders shareholders in connection with the StockholdersShareholders' Meeting Meeting, and any other documents to be filed by a Premier Company with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of MutualPremier, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersShareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersShareholders' Meeting. All documents that any Mutual Company Premier is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual UPC Company regarding Mutual UPC for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual UPC Company for inclusion in the Joint Proxy Statement to be mailed to MutualMagna's and UPC's stockholders in connection with the Stockholders' Meeting Meetings, will, when first mailed to the stockholders of MutualMagna and UPC, be false or misleading Misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' MeetingMeetings, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' MeetingMeetings. All documents that any Mutual UPC Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual FNB Company regarding Mutual or any Affiliate thereof for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual FNB Company or any Affiliate thereof for inclusion in the Joint Proxy Statement or any other documents to be mailed to Mutual's stockholders filed by FNB or Promistar with the SEC or any other Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the stockholders shareholders of MutualFNB or Promistar, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersFNB Shareholders' Meeting or the Promistar Shareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersFNB Shareholders' Meeting or the Promistar Shareholders' Meeting. All documents that any Mutual FNB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument ---------------------------- or other writing furnished or to be furnished by any Premier Company or any Affiliate thereof to BHC pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any Mutual Premier Company regarding Mutual or any Affiliate thereof for inclusion in the Registration Statement to be filed by UPC Premier with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Premier Company or any Affiliate thereof for inclusion in the Proxy Statement any documents to be mailed to Mutual's stockholders filed by any Premier Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, when first mailed to at the stockholders of Mutualrespective time such documents are filed, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual Premier Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied No statement, certificate, instrument, or other writing furnished or to be supplied furnished by any Mutual Company regarding Mutual for inclusion in the Registration Statement ABBEVILLE Entity to be filed by UPC with the SEC willFLAG pursuant to this Agreement or any other document, when the Registration Statement becomes effective, be false or misleading with respect to any Material factagreement, or instrument referred to herein contains or will contain any untrue statement of a Material fact, material fact or will omit to state any Material a material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any 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, or, . None of the information supplied or to be supplied by any ABBEVILLE Entity for inclusion in the case of registration statement to be filed by FLAG with the Proxy Statement or any amendment thereof or supplement theretoSEC in accordance with Section 8.1 will, at the time of the Stockholders' Meetingwhen such registration statement becomes effective, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to make the solicitation of any proxy for the Stockholders' Meetingstatements therein not misleading. All documents that any Mutual Company ABBEVILLE Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law. No documents to be filed by an ABBEVILLE Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual UPC Company regarding Mutual UPC for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual UPC Company for inclusion in the Proxy Statement to be mailed to MutualAmbanc's stockholders in connection with the Stockholders' Meeting Meeting, will, when first mailed to the stockholders of MutualAmbanc, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual UPC Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Company regarding Mutual First Premier for inclusion in the Registration Statement to be filed by UPC First Premier with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company First Premier for inclusion in the Proxy Statement to be mailed to MutualPremier's stockholders shareholders in connection with the StockholdersShareholders' Meeting Meeting, and any other documents to be filed by First Premier or with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of MutualPremier, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersShareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersShareholders' Meeting. All documents that any Mutual Company First Premier is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Company regarding Mutual Union for inclusion in the Registration Statement registration statement on Form S-4, or other appropriate form, to be filed by UPC with the SEC by First Charter under the Securities Act in connection with the transactions contemplated by this Agreement (the "Registration Statement"), or the joint proxy statement to be used by Union and First Charter to solicit any required approval of their respective shareholders as contemplated by this Agreement (the "Joint Proxy Statement") will, in the case of the Joint Proxy Statement, when it is first mailed to the Registration Statement becomes effectiveshareholders of Union or First Charter, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, material fact or omit to state any Material material fact required to be stated thereunder or necessary in order to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were such statements are made, not misleading, or, in the case of the Registration Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholdersmeeting of the shareholders of either First Charter (the "First Charter Shareholders' Meeting") or Union (the "Union Shareholders' Meeting"), each to be held pursuant to SECTION 8.03 of this Agreement, including any adjournments thereof, be false or misleading with respect to any Material fact, material fact or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the StockholdersUnion Shareholders' Meeting. All documents that any Mutual Company is responsible for filing with any Regulatory Authority in connection with Meeting or the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.First

Statements True and Correct. None of the information supplied No statement, certificate, instrument, or other writing furnished or to be supplied furnished by any Mutual Company regarding Mutual for inclusion in the Registration Statement HOGANSVILLE Entity to be filed by UPC with the SEC willFLAG pursuant to this Agreement or any other document, when the Registration Statement becomes effective, be false or misleading with respect to any Material factagreement, or instrument referred to herein contains or will contain any untrue statement of a Material fact, material fact or will omit to state any Material a material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any 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, or, . None of the information supplied or to be supplied by any HOGANSVILLE Entity for inclusion in the case of registration statement to be filed by FLAG with the Proxy Statement or any amendment thereof or supplement theretoSEC in accordance with Section 8.1 will, at the time of the Stockholders' Meetingwhen such registration statement becomes effective, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to make the solicitation of any proxy for the Stockholders' Meetingstatements therein not misleading. All documents that any Mutual Company HOGANSVILLE Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law. No documents to be filed by a HOGANSVILLE Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Magna Company regarding Mutual Magna for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, effective be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be lie supplied by any Mutual Magna Company for inclusion in the Joint Proxy Statement to be mailed to MutualUPC's and Magna's stockholders in connection with the Stockholders' Meeting Meetings will, when first mailed to the stockholders of MutualUPC and Magna, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' MeetingMeetings, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' MeetingMeetings. All documents that any Mutual Magna Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. (a) None of the information supplied or to be supplied by any Mutual Company regarding Mutual Target Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by UPC Buyer with the SEC will, when supplied or when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. The portions of the Registration Statement and the Proxy Statement relating to Target and its Subsidiaries and other portions within the reasonable control of Target and its Subsidiaries will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. (b) None of the information supplied or to be supplied by any Mutual Company Target Entity or any Affiliate thereof for inclusion in the Proxy Statement Statement, and any other documents to be mailed to Mutual's stockholders filed by a Target Entity or any Affiliate thereof with any Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders of MutualTarget, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' ’ Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' ’ Meeting. All documents that any Mutual Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any GB&T Company or any Affiliate thereof to SHB pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of Material fact or will omit to state a Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. <PAGE> None of the information supplied or to be supplied by any Mutual GB&T Company regarding Mutual or any Affiliate thereof for inclusion in the Registration Statement to be filed by UPC GB&T with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual GB&T Company or any Affiliate thereof for inclusion in the Proxy Statement any documents to be mailed to Mutual's stockholders filed by a GB&T Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, when first mailed to at the stockholders of Mutualrespective time such documents are filed, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual GB&T Company is or any Affiliate thereof are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied in writing by any Mutual SCB Company regarding Mutual or any Affiliate thereof for inclusion in the Registration Statement to be filed by UPC with the SEC Statement, taken as a whole, will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual SCB Company for inclusion or any Affiliate thereof which is included in the Joint Proxy Statement or any other documents to be mailed to Mutual's stockholders filed by SCB or FLB with the SEC or any other Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the stockholders shareholders of MutualFLB or SCB, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material 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, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersFLB Shareholders' Meeting or the SCB Shareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersFLB Shareholders' Meeting or the SCB Shareholders' Meeting. All documents that any Mutual SCB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual First Coastal Company or any Affiliate thereof regarding Mutual First Coastal or such Affiliate for inclusion in the Registration Statement to be filed by UPC Centura with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual First Coastal Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to MutualFirst Coastal's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of MutualFirst Coastal, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual First Coastal Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be supplied furnished by any Mutual NCC Company regarding Mutual for inclusion in or any Affiliate thereof to PBI pursuant to this Agreement, including the Registration Statement to be filed by UPC with the SEC willExhibits or Schedules hereto, when the Registration Statement becomes effective, be false contains or misleading with respect to any Material fact, or will contain any untrue statement of a Material fact, material fact or will omit to state any Material a material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any 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, or, in the case . None of the Proxy Statement information supplied or to be supplied by any NCC Company or any amendment Affiliate thereof for inclusion in (i) the documents to be filed with the SEC, including, without limitation, the S-4 Registration Statement and the Proxy Statement/Prospectus to be mailed to PBI’s stockholders in connection with the PBI Stockholders’ Meeting and (ii) any other documents to be filed by an NCC Company or supplement theretoany Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions provided for herein, will, at the time respective times that such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of the Stockholders' MeetingPBI, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement make the statements therein, in any earlier communication with respect to light of the solicitation of any proxy for the Stockholders' Meetingcircumstances under which they were made, not misleading. All documents that any Mutual NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all Material material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Ambanc Company regarding Mutual Ambanc for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Ambanc Company for inclusion in the Proxy Statement to be mailed to MutualAmbanc's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of MutualAmbanc, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' MeetingMeetings. All documents that any Mutual Ambanc Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.