Common use of Systems and Processes Clause in Contracts

Systems and Processes. Each of Seller and Seller Bank has in place sufficient systems and processes that are customary for a financial institution of the size of Seller and Seller Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller Financial Statements and Seller Bank’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Seller and Seller Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller Financial Statements and Seller Bank’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) ensure access to Seller and Seller Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 2017, neither Seller nor Seller Bank nor, to Seller’s Knowledge, any Representative of any Seller Entity has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller Financial Statements, Seller Bank’s financial statements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller or any Seller Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing any Seller Entity, whether or not employed by any Seller Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity or any of its officers, directors or employees to the board of directors of any Seller Entity or any committee thereof or to any director or officer of any Seller Entity. To Seller’s Knowledge, there has been no instance of fraud by any Seller Entity, whether or not material, that occurred during any period covered by Seller Financial Statements.

Systems and Processes. Each of Seller Buyer and Seller Buyer Bank has in place sufficient systems and processes that are customary for a financial institution of the size of Seller Buyer and Seller Buyer Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller Buyer Financial Statements and Seller Buyer Bank’s financial statements, including the Call Reports, Report and (ii) in a timely manner accumulate and communicate to Seller Buyer’s and Seller Buyer Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller Buyer Financial Statements and Seller Buyer Bank’s financial statements, including the Call ReportsReport, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) ensure provide that access to Seller Buyer and Seller Buyer Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure provide that the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 2017, neither Seller Neither Buyer nor Seller Buyer Bank nor, to SellerBuyer’s Knowledge, any Representative of any Seller Buyer Entity has received or otherwise had or obtained knowledge Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller Buyer Financial Statements, Seller the Buyer Bank’s financial statements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller Buyer Entity or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any Seller Subsidiary Buyer Entity has engaged in questionable accounting or auditing practices. No attorney representing any Seller Buyer Entity, whether or not employed by any Seller Buyer Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity Buyer or any of its officers, directors or employees to the board of directors of any Seller Entity Buyer or Buyer Bank or any committee thereof or to any director or officer of any Seller EntityBuyer or Buyer Bank. To SellerBuyer’s Knowledge, there has been no instance of fraud by any Seller Buyer Entity, whether or not material, that occurred during any period covered by Seller the Buyer Financial Statements.

Systems and Processes. Each ▇▇▇▇▇ and each of Seller and Seller Bank its Subsidiaries has in place sufficient systems and processes that are customary for a financial institution of the size of Seller Buyer and Seller Bank its Subsidiaries and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller Buyer Financial Statements and Seller Banksuch Buyer Entity’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Seller Buyer and Seller Banksuch Subsidiary’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller Buyer Financial Statements and Seller Banksuch Subsidiary’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Governmental Authority, (iii) ensure access to Seller Buyer and Seller Bank’s its Subsidiaries’ Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20172022, neither Seller Buyer nor Seller Bank any of its Subsidiaries nor, to SellerBuyer’s Knowledge, any Representative of Buyer or any Seller Entity of its Subsidiaries has received or otherwise had or obtained knowledge Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller Buyer Financial Statements, Seller Bank’s any financial statementsstatements of any Subsidiary of Buyer, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller Entity Buyer or its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller Buyer or any Seller Subsidiary of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Buyer or any Seller Entityof its Subsidiaries, whether or not employed by Buyer or any Seller Entityof its Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity Buyer or any of its officers, directors or employees to the board of directors of Buyer or any Seller Entity of its Subsidiaries or any committee thereof or thereof, or, to the Knowledge of Buyer, to any director or officer of Buyer or any Seller Entityof its Subsidiaries. To SellerBuyer’s Knowledge, there has been no instance of fraud by Buyer or any Seller Entityof its Subsidiaries, whether or not material, that occurred during any period covered by Seller Financial Statements.

Systems and Processes. Each of Seller and each Seller Bank Entity has in place sufficient systems and processes that are customary for a financial institution of the size of Seller and such Seller Bank Entity and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller Financial Statements and such Seller BankEntity’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Seller and such Seller BankEntity’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller Financial Statements and such Seller BankEntity’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) ensure access to Seller and such Seller BankEntity’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20172020, neither Seller nor any Seller Bank Entity nor, to Seller’s Knowledge, any Representative of any Seller Entity has received or otherwise had or obtained knowledge Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller Financial Statements, any Seller BankEntity’s financial statements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller or any Seller Subsidiary Entity has engaged in questionable accounting or auditing practices. No attorney representing any Seller Entity, whether or not employed by any Seller Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity or any of its officers, directors or employees to the board of directors of Seller or any Seller Entity or any committee thereof thereof, or to any director or officer of Seller or any Seller Entity. To Seller’s Knowledge, there has been no instance of fraud by any Seller Entity, whether or not material, that occurred during any period covered by Seller Financial Statements.

Systems and Processes. Each of Seller Buyer and Seller Bank each Buyer Entity has in place sufficient systems and processes that are customary for a financial institution of the size of Seller Buyer and Seller Bank such Buyer Entity and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller Buyer Financial Statements and Seller Banksuch Buyer Entity’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Seller Buyer and Seller Banksuch Buyer Entity’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller Buyer Financial Statements and Seller Banksuch Buyer Entity’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) ensure access to Seller Buyer and Seller Banksuch Buyer Entity’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20172020, neither Seller Buyer nor Seller Bank any Buyer Entity nor, to SellerBuyer’s Knowledge, any Representative of any Seller Buyer Entity has received or otherwise had or obtained knowledge Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller Buyer Financial Statements, Seller Bankany Buyer Entity’s financial statements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller Buyer Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller or any Seller Subsidiary Buyer Entity has engaged in questionable accounting or auditing practices. No attorney representing any Seller Buyer Entity, whether or not employed by any Seller Buyer Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity Buyer or any of its officers, directors or employees to the board of directors of Buyer or any Seller Buyer Entity or any committee thereof thereof, or to any director or officer of Buyer or any Seller Buyer Entity. To SellerBuyer’s Knowledge, there has been no instance of fraud by any Seller Buyer Entity, whether or not material, that occurred during any period covered by Seller Financial Statements.

Systems and Processes. Each of Seller Beneficial and Seller Beneficial Bank has have in place sufficient systems and processes that are customary for a financial institution of the size of Seller Beneficial and Seller Beneficial Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller Beneficial Financial Statements and Seller Beneficial Bank’s financial statements, including the Call Reports, statements and (ii) in a timely manner accumulate and communicate to Seller Beneficial and Seller Beneficial Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller Beneficial Financial Statements and Seller Beneficial Bank’s financial statements, including the Call Reports, statements or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports report or documents required filing to be filed or provided to any Regulatory Authority, (iii) ensure access to Seller and Seller Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 2017, neither Seller Neither Beneficial nor Seller Beneficial Bank nor, to SellerBeneficial’s Knowledge, any Representative employee, auditor, accountant or representative of any Seller Beneficial Entity has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller Beneficial Financial Statements, Seller Bank’s financial statements, including the Call Reports, Statements or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller Beneficial Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller or any Seller Subsidiary Beneficial Entity has engaged in questionable accounting or auditing practices. No attorney representing any Seller Beneficial Entity, whether or not employed by any Seller Beneficial Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity Beneficial or any of its officers, directors or employees to the board of directors of any Seller Entity Beneficial or any committee thereof or to any director or officer of any Seller EntityBeneficial. To SellerBeneficial’s Knowledge, there has been no instance of fraud by any Seller Beneficial Entity, whether or not material, that occurred during any period covered by Seller Financial StatementsBeneficial.

Systems and Processes. Each of Seller and Seller Bank each of its Subsidiaries has in place sufficient systems and processes that are customary for a financial institution of the size of Seller and Seller Bank its Subsidiaries and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller Financial Statements and such Seller BankEntity’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Seller and Seller Banksuch Subsidiary’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller Financial Statements and Seller Banksuch Subsidiary’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Governmental Authority, (iii) ensure access to Seller and Seller Bank’s its Subsidiaries’ Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20172022, neither Seller nor Seller Bank any of its Subsidiaries nor, to Seller’s Knowledge, any Representative of Seller or any Seller Entity of its Subsidiaries has received or otherwise had or obtained knowledge Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller Financial Statements, Seller Bank’s any financial statementsstatements of any Subsidiary of Seller, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller Entity or its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller or any Seller Subsidiary of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Seller or any Seller Entityof its Subsidiaries, whether or not employed by Seller or any Seller Entityof its Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity or any of its officers, directors or employees to the board of directors of Seller or any Seller Entity of its Subsidiaries or any committee thereof or thereof, or, to the Knowledge of Seller, to any director or officer of Seller or any Seller Entityof its Subsidiaries. To Seller’s Knowledge, there has been no instance of fraud by Seller or any Seller Entityof its Subsidiaries, whether or not material, that occurred during any period covered by Seller Financial Statements.

Systems and Processes. Each of Seller WSFS and Seller WSFS Bank has have in place sufficient systems and processes that are customary for a financial institution of the size of Seller WSFS and Seller WSFS Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller WSFS Financial Statements and Seller WSFS Bank’s financial statements, including the Call Reports, statements and (ii) in a timely manner accumulate and communicate to Seller WSFS and Seller WSFS Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller WSFS Financial Statements and Seller WSFS Bank’s financial statements, including the Call Reports, statements or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports report or documents required filing to be filed or provided to any Regulatory Authority, (iii) ensure access to Seller and Seller Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 2017, neither Seller WSFS nor Seller WSFS Bank nor, to SellerWSFS’s Knowledge, any Representative employee, auditor, accountant or representative of any Seller WSFS Entity has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller WSFS Financial Statements, Seller Bank’s financial statements, including the Call Reports, Statements or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan credit loss reserves, write-downs, charge-offs and accruals) of any Seller WSFS Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller or any Seller Subsidiary WSFS Entity has engaged in questionable accounting or auditing practices. No attorney representing any Seller WSFS Entity, whether or not employed by any Seller WSFS Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity WSFS or any of its officers, directors or employees to the board of directors of any Seller Entity WSFS or any committee thereof or to any director or officer of any Seller EntityWSFS. To SellerWSFS’s Knowledge, there has been no instance of fraud by any Seller WSFS Entity, whether or not material, that occurred during any period covered by Seller Financial StatementsWSFS.

Systems and Processes. Each of Seller WSFS and Seller WSFS Bank has have in place sufficient systems and processes that are customary for a financial institution of the size of Seller WSFS and Seller WSFS Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller WSFS Financial Statements and Seller WSFS Bank’s financial statements, including the Call Reports, statements and (ii) in a timely manner accumulate and communicate to Seller WSFS and Seller WSFS Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller WSFS Financial Statements and Seller WSFS Bank’s financial statements, including the Call Reports, statements or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports report or documents required filing to be filed or provided to any Regulatory Authority, (iii) ensure access to Seller and Seller Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 2017, neither Seller Neither WSFS nor Seller WSFS Bank nor, to SellerWSFS’s Knowledge, any Representative employee, auditor, accountant or representative of any Seller WSFS Entity has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller WSFS Financial Statements, Seller Bank’s financial statements, including the Call Reports, Statements or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller WSFS Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller or any Seller Subsidiary WSFS Entity has engaged in questionable accounting or auditing practices. No attorney representing any Seller WSFS Entity, whether or not employed by any Seller WSFS Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity WSFS or any of its officers, directors or employees to the board of directors of any Seller Entity WSFS or any committee thereof or to any director or officer of any Seller EntityWSFS. To SellerWSFS’s Knowledge, there has been no instance of fraud by any Seller WSFS Entity, whether or not material, that occurred during any period covered by Seller Financial StatementsWSFS.

Systems and Processes. Each of Seller and Seller The Bank has in place devised and maintains a system of internal accounting controls sufficient systems and processes to ensure that are customary for a financial institution material information is made known to the management of the size of Seller Bank as appropriate and Seller Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller Financial Statements and Seller Bank’s financial statementsthe Call Reports for external purposes in accordance with GAAP, including the Call Reportsthat (i) transactions are executed only in accordance with management’s authorization, (ii) in a timely manner accumulate and communicate transactions are recorded as necessary to Seller and Seller Bank’s principal executive officer and principal financial officer permit preparation of the type of information that would be required to be disclosed in Seller Financial Statements and Seller Bank’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required Reports and to be filed or provided to any Regulatory Authoritymaintain accountability for the Assets of the Bank, (iii) ensure access to Seller and Seller Bank’s such Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. The records, systems, controls, data and information of the Bank are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Bank or its accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material and adverse effect on the system of internal accounting controls described above. The Bank has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its board of directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize or report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. Since December 31, 20172012, neither Seller nor Seller the Bank nor, to the Knowledge of Seller’s Knowledge, any Representative employee, auditor, accountant or representative of the Bank or any Seller Entity of its Affiliates has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of the Seller Financial Statements, Seller Bank’s financial statements, including the Statements or Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller Entity the Bank or their its respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any Seller Subsidiary the Bank has engaged in questionable accounting or auditing practices. No attorney representing any Seller Entity, whether or not employed by any Seller Entity, has reported evidence To the Knowledge of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity or any of its officers, directors or employees to the board of directors of any Seller Entity or any committee thereof or to any director or officer of any Seller Entity. To Seller’s Knowledge, there has been no instance of fraud by any Seller Entityor the Bank, whether or not material, that occurred during any period covered by the Seller Financial Statements.

Systems and Processes. Each of Seller ▇▇▇▇▇ and Seller ▇▇▇▇▇ Bank has have in place sufficient systems and processes that are customary for a financial institution of the size of Seller ▇▇▇▇▇ and Seller ▇▇▇▇▇ Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller ▇▇▇▇▇ Financial Statements and Seller ▇▇▇▇▇ Bank’s financial statements, including the Call ReportsReport, (ii) in a timely manner accumulate and communicate to Seller ▇▇▇▇▇ and Seller ▇▇▇▇▇ Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller ▇▇▇▇▇ Financial Statements and Seller ▇▇▇▇▇ Bank’s financial statements, including the Call ReportsReport, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) ensure access to Seller ▇▇▇▇▇ and Seller ▇▇▇▇▇ Bank’s Assets is permitted only in accordance with management’s authorization, authorization and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20172016, neither Seller ▇▇▇▇▇ nor Seller ▇▇▇▇▇ Bank nor, to Seller’s ▇▇▇▇▇’▇ Knowledge, any Representative of any Seller ▇▇▇▇▇ Entity has received or otherwise had or obtained knowledge Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller ▇▇▇▇▇ Financial Statements, Seller the ▇▇▇▇▇ Bank’s financial statements, including the Call Reports, or the accounting 37 or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller ▇▇▇▇▇ Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller or any Seller Subsidiary ▇▇▇▇▇ Entity has engaged in questionable accounting or auditing practices. No attorney representing any Seller ▇▇▇▇▇ Entity, whether or not employed by any Seller ▇▇▇▇▇ Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity ▇▇▇▇▇ or any of its officers, directors or employees to the board of directors of any Seller Entity ▇▇▇▇▇ or ▇▇▇▇▇ Bank or any committee thereof or to any director or officer of any Seller Entity▇▇▇▇▇ or ▇▇▇▇▇ Bank. To Seller’s ▇▇▇▇▇’▇ Knowledge, there has been no instance of fraud by any Seller ▇▇▇▇▇ Entity, whether or not material, that occurred during any period covered by Seller Financial Statements.

Systems and Processes. Each of Seller FSB and Seller FSB Bank has in place sufficient systems and processes that are customary for a financial institution of the size of Seller FSB and Seller FSB Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller FSB Financial Statements and Seller FSB Bank’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Seller FSB and Seller FSB Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller FSB Financial Statements and Seller FSB Bank’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Authority, (iii) ensure access to Seller FSB and Seller FSB Bank’s Assets is permitted only in accordance with management’s authorization, authorization and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20172016, neither Seller FSB nor Seller FSB Bank nor, to SellerFSB’s Knowledge, any Representative of any Seller FSB Entity has received or otherwise had or obtained knowledge Knowledge of any complaint, allegation, assertion or claim, whether written or oral, 16 regarding the adequacy of such systems and processes or the accuracy or integrity of Seller FSB Financial Statements, Seller the FSB Bank’s financial statements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller FSB Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller or any Seller Subsidiary FSB Entity has engaged in questionable accounting or auditing practices. No attorney representing any Seller FSB Entity, whether or not employed by any Seller FSB Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity FSB or any of its officers, directors or employees to the board of directors of any Seller Entity FSB or FSB Bank or any committee thereof or to any director or officer of any Seller EntityFSB or FSB Bank. To SellerFSB’s Knowledge, there has been no instance of fraud by any Seller FSB Entity, whether or not material, that occurred during any period covered by Seller Financial Statements.

Systems and Processes. Each of Seller and the Seller Bank Subsidiaries has in place devised and maintains a system of internal accounting controls sufficient systems and processes to ensure that are customary for a financial institution of material information is made known to the size management of Seller and the Seller Bank Subsidiaries as appropriate and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller Financial Statements and Seller Bank’s financial statementsrequired call reports for external purposes in accordance with GAAP, including the Call Reportsthat (i) transactions are executed only in accordance with management’s authorization, (ii) in a timely manner accumulate and communicate transactions are recorded as necessary to Seller and Seller Bank’s principal executive officer and principal financial officer permit preparation of the type of information that would be required to be disclosed in Seller Financial Statements and required call reports and to maintain accountability for the assets of Seller Bank’s financial statements, including and the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory AuthoritySeller Subsidiaries, (iii) ensure access to Seller and Seller Bank’s Assets such assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets assets is compared with existing Assets assets at regular intervals. The records, systems, controls, data and information of Seller and the Seller Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Seller or the Seller Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Seller. Seller and the Seller Subsidiaries have disclosed, based on their most recent evaluation prior to the date of this Agreement, to their auditors and the audit committee of their respective boards of directors (A) any significant deficiencies in the design or operation of internal controls that could adversely affect in any material respect their ability to record, process, summarize or report financial data and have disclosed to their auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in their internal controls. Since December 31, 20172012, neither Seller nor the Seller Bank Subsidiaries nor, to Seller’s Knowledgeknowledge, any Representative employee, auditor, accountant or representative of any Seller Entity or the Seller Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of the Seller Financial Statements, Seller Bank’s financial statements, including the Call Reports, call reports or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Seller or any of the Seller Entity Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of the Seller Subsidiary Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Seller or any of the Seller EntitySubsidiaries, whether or not employed by Seller or any of the Seller EntitySubsidiaries, has reported evidence of a material violation of Securities Lawsany federal or state securities laws, breach of fiduciary duty or similar violation by any Seller Entity or any of its officers, directors or employees to the board of directors of any Seller Entity or any committee thereof or to any director or officer of any Seller EntitySeller. To Seller’s Knowledgeknowledge, there has been no instance of fraud by Seller or any of the Seller EntitySubsidiaries, whether or not material, that occurred during any period covered by the Seller Financial Statements.

Systems and Processes. Each of Seller and Seller Bank each of its Subsidiaries has in place sufficient systems and processes that are customary for a financial institution of the size of Seller and Seller Bank its Subsidiaries and that are designed in all material respects to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller Financial Statements and such Seller BankEntity’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Seller and Seller Banksuch Subsidiary’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller Financial Statements and Seller Banksuch Subsidiary’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports or documents required to be filed or provided to any Regulatory Governmental Authority, (iii) ensure access to Seller and Seller Bank’s its Subsidiaries’ Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20172022, neither Seller nor Seller Bank any of its Subsidiaries nor, to Seller’s Knowledge, any Representative of Seller or any Seller Entity of its Subsidiaries has received or otherwise had or obtained knowledge Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller Financial Statements, Seller Bank’s any financial statementsstatements of any Subsidiary of Seller, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller Entity or its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller or any Seller Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing any Seller Entity, whether or not employed by any Seller Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity or any of its officers, directors or employees to the board of directors of any Seller Entity or any committee thereof or to any director or officer of any Seller Entity. To Seller’s Knowledge, there has been no instance of fraud by any Seller Entity, whether or not material, that occurred during any period covered by Seller Financial Statements.,

Systems and Processes. Each of Seller ▇▇▇▇▇▇▇ and Seller Landmark Bank has in place sufficient systems and processes that are customary for a financial institution of the size of Seller ▇▇▇▇▇▇▇ and Seller Landmark Bank and that are designed to (i) provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Seller ▇▇▇▇▇▇▇ Financial Statements and Seller Landmark Bank’s financial statements, including the Call Reports, (ii) in a timely manner accumulate and communicate to Seller ▇▇▇▇▇▇▇ and Seller Landmark Bank’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in Seller ▇▇▇▇▇▇▇ Financial Statements and Seller Landmark Bank’s financial statements, including the Call Reports, or any forms, filings, registrations, submissions, statements, certifications, returns, information, data, reports report or documents required filing to be filed or provided to any Regulatory Authority, (iii) ensure access to Seller ▇▇▇▇▇▇▇ and Seller Landmark Bank’s Assets is permitted only in accordance with management’s authorization, and (iv) ensure the reporting of such Assets is compared with existing Assets at regular intervals. Since December 31, 20172014, neither Seller ▇▇▇▇▇▇▇ nor Seller Landmark Bank nor, to Seller’s ▇▇▇▇▇▇▇’▇ Knowledge, any Representative of any Seller ▇▇▇▇▇▇▇ Entity has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Seller ▇▇▇▇▇▇▇ Financial Statements, Seller Landmark Bank’s financial statements, including the Call Reports, or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of any Seller ▇▇▇▇▇▇▇ Entity or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Seller ▇▇▇▇▇▇▇ or any Seller ▇▇▇▇▇▇▇ Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing any Seller ▇▇▇▇▇▇▇ Entity, whether or not employed by any Seller ▇▇▇▇▇▇▇ Entity, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by any Seller Entity ▇▇▇▇▇▇▇ or any of its officers, directors or employees to the board boards of directors of any Seller Entity ▇▇▇▇▇▇▇ or Landmark Bank or any committee thereof or to any director or officer of any Seller Entity▇▇▇▇▇▇▇ or Landmark Bank. To Seller’s ▇▇▇▇▇▇▇’▇ Knowledge, there has been no instance of fraud by any Seller ▇▇▇▇▇▇▇ Entity, whether or not material, that occurred during any period covered by Seller ▇▇▇▇▇▇▇ Financial Statements.