Common use of Borrower Financial Statements Clause in Contracts

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory financial statements on the appropriate regulatory form filed by Borrower (the “Borrower 2008 Financial Statements”) for the 12 months ended December 31, 2008. The Borrower 2008 Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with applicable banking regulations, rules and guidelines, respectively. Borrower does not have any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory financial statements on the appropriate regulatory form filed by Borrower (the “Borrower 2008 2007 Financial Statements”) for the 12 months ended December 31, 20082007. The Borrower 2008 2007 Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30ending March 31, 2009 2008 (“Interim Financial Statements” and together with the Borrower 2008 2007 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as atof, and for the period ending at, such date, subject in the case of interim financial statements, to customary year end adjustments. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with applicable banking regulations, rules and guidelines, respectively. Borrower does not have any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered made available to Lender copies of regulatory its consolidated and consolidating financial statements on the appropriate regulatory form filed by Borrower (the “Borrower 2008 2013 Financial Statements”) as of and for the 12 months ended December 31, 20082013 audited by Borrower’s Accountant. The Borrower 2008 2013 Financial Statements are true and correct in all material respects, are have been prepared by the Borrower’s Accountant in accordance with the respective books of account and records of Borrower Borrower, Bank and its their Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the consolidated financial condition of Borrower Borrower, Bank and its their Subsidiaries and their assets and liabilities and the results of its their operations as atof, and for the period ending at, such date. In addition, Borrower has delivered or made available to Lender copies of its regulatory consolidated and consolidating financial statements filed by Borrower for the period ended June 30December 31, 2009 2014 (“Interim 2014 Financial Statements” and together with the Borrower 2008 2013 Financial Statements, the “Borrower Financial Statements”). The Interim 2014 Financial Statements are true and correct in all material respects, are have been prepared in accordance with the respective books of account and records of Borrower Borrower, Bank and its their Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end yearend adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledgeKnowledge, fairly and accurately present in all material respects the financial condition of Borrower Borrower, Bank and its their Subsidiaries and their assets and liabilities and the results of its their operations as atof, and for the period ending at, such date. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower and Bank in accordance with applicable banking regulations, rules and guidelines, respectively, except for such provisions that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Borrower or Bank. Neither Borrower does not have nor Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated financial statements on of PFP (which financial statements shall include the appropriate regulatory form filed by Borrower (the “Borrower 2008 Financial Statements”financial statement accounts and information of Borrower) as of and for the 12 months year ended December 31, 20082013 (the "Borrower 2013 Financial Statements Date"), audited by Borrower's Accountant (the "Borrower 2013 Financial Statements"). The Borrower 2008 2013 Financial Statements are true and correct in all material respects, are have been prepared in accordance with the respective books of account and records of Borrower PFP and its Subsidiaries, have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and fairly and accurately present, in all material respects, the financial condition of PFP and its Subsidiaries and their assets and liabilities and the results of their operations as of such date and for the fiscal year then ended. In addition, Borrower has delivered to Lender copies of the call reports filed by Borrower and copies of the quarterly financial reports filed by the PFP with the applicable federal regulator, in each case for the quarterly period ending September 30, 2014 (such call reports and regulatory filings, "Interim Financial Statements" and together with the Borrower 2013 Financial Statements, the "Borrower Financial Statements"). The Interim Financial Statements are true and correct in material respects and have been prepared in accordance with the respective books of account and records of PFP and Borrower and their Subsidiaries, as the case may be, and in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower PFP and its Borrower, as the case may be, and their respective assets and liabilities and the results of its their respective operations as at, of such date and for the period ending atperiod(s) covered thereby, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year year-end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities adjustments and the results absence of its operations as at, and for the period ending at, such datenotes. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules rules, and guidelines, respectively. Neither PFP nor Borrower does not have has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which required to be provided for or disclosed under GAAP that is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated financial statements on of Borrower (which financial statements shall include the appropriate regulatory form filed by Borrower financial statement accounts and information of the Subsidiary Banks) as of and for the year ending December 31, 2012 (the “Borrower 2008 2012 Financial Statement Date”), audited by Borrower’s Accountant (the “Borrower 2012 Financial Statements”) for the 12 months ended December 31, 2008). The Borrower 2008 2012 Financial Statements are true and correct in all material respects, are respects and prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and fairly and accurately present, in all material respects, the financial condition of Borrower and its Subsidiaries and their assets and liabilities and the results of their operations as of such date and for the fiscal year then ended. In addition, Borrower has delivered to Lender copies of the call reports filed by each Subsidiary Bank and copies of the quarterly financial reports filed by the Borrower with the applicable federal regulator, in each case for the quarterly period ending September 30, 2013 (such call reports and regulatory filings, “Interim Financial Statements” and together with the Borrower 2012 Financial Statements, the “Borrower Financial Statements”). The Borrower Interim Financial Statements are true and correct in material respects and have been prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its each Subsidiary Bank and their respective assets and liabilities and the results of its their respective operations as at, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules rules, and guidelines, respectively. None of Borrower does not have or any Subsidiary Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which that is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory financial statements on the appropriate regulatory form call reports filed by Borrower with state or federal bank regulatory agencies (the “Borrower 2008 2007 Financial Statements”) for the 12 months ended December 31, 20082007 (the “Borrower 2007 Financial Statements Date”). The Borrower 2008 2007 Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its the Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as atof, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements the call reports filed by Borrower with state or federal bank regulatory agencies for the period ended ending June 30, 2009 2008 (the “Interim Financial Statements” and together with the Borrower 2008 2007 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its the Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as atof, and for the period ending at, such date, subject to customary year-end adjustments. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with applicable banking regulations, rules and guidelines, respectively. Borrower does not have have, as of the date of this Agreement, any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower Bxxxxxxx has delivered to Lender copies of regulatory financial statements on the appropriate regulatory FFIEC form filed by Borrower Bxxxxxxx (the “Borrower 2008 2006 Financial Statements”) for the 12 months ended December 31, 20082006 (the “Borrower 2006 Financial Statements Date”). The Borrower 2008 2006 Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. In addition, Borrower Bxxxxxxx has delivered to Lender copies of its regulatory financial statements on the appropriate FFIEC form filed by Borrower for the period ended ending June 30, 2009 2007 (“Interim Financial Statements” and together with the Borrower 2008 2006 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as atof, and for the period ending at, such date. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with applicable banking regulations, rules and guidelines, respectively. Borrower does not have any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated financial statements on of Borrower (which financial statements shall include the appropriate regulatory form filed by Borrower financial statement accounts and information of Subsidiary Bank) as of and for the year ended December 31, 2011 (the “Borrower 2008 2011 Financial Statement Date”), audited by Borrower's Accountant (the “Borrower 2011 Financial Statements”) for the 12 months ended December 31, 2008). The Borrower 2008 2011 Financial Statements are true and correct in all material respects, are have been prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries, have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and fairly and accurately present, in all material respects, the financial condition of Borrower and its Subsidiaries and their assets and liabilities and the results of their operations as of such date and for the fiscal year then ended. In addition, Borrower has delivered to Lender copies of the call reports filed by Subsidiary Bank and copies of the quarterly financial reports filed by Borrower with the applicable federal regulator, in each case for the quarterly period ending September 30, 2012 (such call reports and regulatory filings, “Interim Financial Statements” and together with Borrower 2011 Financial Statements, the “Borrower Financial Statements”). The Borrower Interim Financial Statements are true and correct in material respects and have been prepared in accordance with the respective books of account and records of Subsidiary Bank and Borrower and its Subsidiaries, as the case may be, and in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its Subsidiary Bank, as the case may be, and their respective assets and liabilities and the results of its their respective operations as at, of such date and for the period ending atperiod(s) covered thereby, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year 23 year-end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities adjustments and the results absence of its operations as at, and for the period ending at, such datenotes. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules rules, and guidelines, respectively. Neither Borrower does not have nor Subsidiary Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which required to be provided for or disclosed under GAAP that is not provided for or disclosed in the Borrower Financial Statements.. 4.4.2

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory financial statements on the appropriate regulatory FFIEC form filed by Borrower (the “Borrower 2008 2006 Financial Statements”) for the 12 months ended December 31, 20082006 (the “Borrower 2006 Financial Statements Date”). The Borrower 2008 2006 Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements on the appropriate FFIEC form filed by Borrower for the period ended June ending September 30, 2009 (2007, the “Interim Financial Statements” and together with the Borrower 2008 2006 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as atof, and for the period ending at, such date. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with applicable banking regulations, rules and guidelines, respectively. Borrower does not have any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated financial statements on of Borrower (which financial statements shall include the appropriate regulatory form filed by Borrower financial statement accounts and information of Subsidiary Bank) as of and for the year ended December 31, 2011 (the “Borrower 2008 2011 Financial Statement Date”), audited by Borrower's Accountant (the “Borrower 2011 Financial Statements”) for the 12 months ended December 31, 2008). The Borrower 2008 2011 Financial Statements are true and correct in all material respects, are have been prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries, have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and fairly and accurately present, in all material respects, the financial condition of Borrower and its Subsidiaries and their assets and liabilities and the results of their operations as of such date and for the fiscal year then ended. In addition, Borrower has delivered to Lender copies of the call reports filed by Subsidiary Bank and copies of the quarterly financial reports filed by Borrower with the applicable federal regulator, in each case for the quarterly period ending September 30, 2012 (such call reports and regulatory filings, “Interim Financial Statements” and together with Borrower 2011 Financial Statements, the “Borrower Financial Statements”). The Borrower Interim Financial Statements are true and correct in material respects and have been prepared in accordance with the respective books of account and records of Subsidiary Bank and Borrower and its Subsidiaries, as the case may be, and in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its Subsidiary Bank, as the case may be, and their respective assets and liabilities and the results of its their respective operations as at, of such date and for the period ending atperiod(s) covered thereby, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year year-end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities adjustments and the results absence of its operations as at, and for the period ending at, such datenotes. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules rules, and guidelines, respectively. Neither Borrower does not have nor Subsidiary Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which required to be provided for or disclosed under GAAP that is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated financial statements on of Borrower (which financial statements shall include the appropriate regulatory form filed by Borrower financial statement accounts and information of Subsidiary Bank) as of and for the year ended December 31, 2015 (the “Borrower 2008 2015 Financial Statement Date”), audited by KPMG, LLP (the “Borrower 2015 Financial Statements”) for the 12 months ended December 31, 2008). The Borrower 2008 2015 Financial Statements are true and correct in all material respects, are have been prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries, have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and fairly and accurately present, in all material respects, the financial condition of Borrower and its Subsidiaries and their assets and liabilities and the results of their operations as of such date and for the fiscal year then ended. In addition, Borrower has delivered to Lender copies of the call reports filed by Subsidiary Bank and copies of the quarterly financial reports filed by the Borrower with the applicable federal regulator, in each case for the quarterly period ending September 30, 2015 (such call reports and regulatory filings, “Interim Financial Statements” and together with the Borrower 2015 Financial Statements, the “Borrower Financial Statements”). The Borrower Interim Financial Statements are true and correct in material respects and have been prepared in accordance with the respective books of account and records of Subsidiary Bank and Borrower and its Subsidiaries, as the case may be, and in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its Subsidiary Bank, as the case may be, and their respective assets and liabilities and the results of its their respective operations as at, of such date and for the period ending atperiod(s) covered thereby, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year year-end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities adjustments and the results absence of its operations as at, and for the period ending at, such datenotes. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules rules, and guidelines, respectively. Neither Borrower does not have nor Subsidiary Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which required to be provided for or disclosed under GAAP that is not provided for or disclosed in the Borrower Financial StatementsStatements or in Section 5.2.3 of the Disclosure Schedule.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated financial statements on of Borrower as of and for the appropriate regulatory form filed by Borrower year ending December 31, 2006 (the “Borrower 2008 2006 Audited Financial Statements Date”), audited by Borrower’s Accountant (the “Borrower 2006 Audited Financial Statements”) ). Borrower has delivered to Lender copies of the unaudited consolidated financial statements of Borrower as of and for the 12 months ended December quarters ending March 31, 20082007, June 30, 3007 and September 30, 2007 (the “Borrower Unaudited Financial Statements”). The Borrower 2008 2006 Audited Financial Statements and the Borrower Unaudited Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP applied on a basis consistent with prior periods, and fairly and accurately present in all material respects the consolidated financial condition of Borrower and its Subsidiaries and their assets and liabilities and the results of its their operations as at, and for the period ending at, of such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements call reports filed by Borrower the Bank for the period ended periods ending December 31, 2006, March 31, 2007, June 30, 2009 2007, September 30, 2007 and December 31, 2007, and copies of regulatory filings (including Form FRY-9C filings) (such call reports and regulatory filings, “Interim Unaudited Financial Statements” and together with the Borrower 2008 2006 Audited Financial Statements and the Borrower Unaudited Financial Statements, the “Borrower Financial Statements”). The Interim Unaudited Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries the Bank and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, and fairly and accurately present in all material respects the financial condition of Borrower the Bank and its assets and liabilities and the results of its operations as at, and for the period ending at, of such date. The Borrower 2006 Audited Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules and guidelines, respectively. Neither Borrower does not have nor the Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated financial statements on of Borrower (which financial statements shall include the appropriate regulatory form filed by Borrower financial statement accounts and information of Subsidiary Bank) as of and for the year ending December 31, 2015 (the “Borrower 2008 2015 Financial Statement Date”), audited by Borrower’s Accountant (the “Borrower 2015 Financial Statements”) for the 12 months ended December 31, 2008). The Borrower 2008 2015 Financial Statements are true and correct in all material respects, are respects and prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and fairly and accurately present, in all material respects, the consolidated financial condition of Borrower and its Subsidiaries and their assets and liabilities and the results of their operations, all on a consolidated basis, as of such date and for the fiscal year then ended. In addition, Borrower has delivered to Lender copies of the call reports filed by Subsidiary Bank and copies of the quarterly financial reports filed by the Borrower with the applicable federal regulator, in each case for the quarterly period ending June 30, 2016 (such call reports and regulatory filings, “Interim Financial Statements” and together with the Borrower 2015 Financial Statements, the “Borrower Financial Statements”). The Borrower Interim Financial Statements are true and correct in all material respects and have been prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its Subsidiary Bank and their respective assets and liabilities and the results of its their respective operations as at, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules rules, and guidelines, respectively. Neither Borrower does not have nor Subsidiary Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which that is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated and consolidating financial statements on of Borrower (which financial statements shall include the appropriate regulatory form filed by Borrower financial statement accounts and information of Subsidiary Bank) as of and for the year ending December 31, 2010 (the “Borrower 2008 2010 Financial Statement Date”), audited by Borrower’s Accountant (the “Borrower 2010 Financial Statements”) for the 12 months ended December 31, 2008). The Borrower 2008 2010 Financial Statements are true prepared in accordance with the respective books of account and correct records of Borrower and its Subsidiaries and have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and fairly and accurately present, in all material respects, the financial condition of Borrower and its Subsidiaries and their assets and liabilities and the results of their operations as of such date. In addition, Borrower has delivered to Lender copies of the call reports filed by Subsidiary Bank and copies of the quarterly financial reports filed by the Borrower with the applicable federal regulator, in each case for the quarterly periods ending March 31, June 30 and September 30, 2011 (such call reports and regulatory filings, “Interim Financial Statements” and together with the Borrower 2010 Financial Statements, the “Borrower Financial Statements”). The Borrower Interim Financial Statements are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its Subsidiary Bank and their respective assets and liabilities and the results of its their respective operations as at, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules rules, and guidelines, respectively. Neither Borrower does not have nor Subsidiary Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which that is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated financial statements on of Borrower (which financial statements shall include the appropriate regulatory form filed by Borrower financial statement accounts and information of Subsidiary Bank) as of and for the year ending December 31, 2012 (the “Borrower 2008 2012 Financial Statement Date”), audited by Borrower’s Accountant (the “Borrower 2012 Financial Statements”) for the 12 months ended December 31, 2008). The Borrower 2008 2012 Financial Statements are true and correct in all material respects, are respects and prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and fairly and accurately present, in all material respects, the consolidated financial condition of Borrower and its Subsidiaries and their assets and liabilities and the results of their operations, all on a consolidated basis, as of such date and for the fiscal year then ended. In addition, Borrower has delivered to Lender copies of the call reports filed by Subsidiary Bank and copies of the quarterly financial reports filed by the Borrower with the applicable federal regulator, in each case for the quarterly period ending June 30, 2013 (such call reports and regulatory filings, “Interim Financial Statements” and together with the Borrower 2012 Financial Statements, the “Borrower Financial Statements”). The Borrower Interim Financial Statements are true and correct in material respects and have been prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its Subsidiary Bank and their respective assets and liabilities and the results of its their respective operations as at, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules rules, and guidelines, respectively. Neither Borrower does not have nor Subsidiary Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which that is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated and consolidating financial statements on the appropriate regulatory form filed by of Borrower (the “Borrower 2008 Financial Statements”) as of and for the 12 months ended year ending December 31, 20082001 (the "BORROWER 2001 AUDITED FINANCIAL STATEMENTS DATE"), audited by Borrower's Accountant (the "BORROWER 2001 AUDITED FINANCIAL STATEMENTS"). The Borrower 2008 2001 Audited Financial Statements are true and correct correct, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and fairly and accurately present in all material respectsrespects the financial condition of Borrower and its Subsidiaries and their assets and liabilities and the results of their operations as of such date. Except as set forth in Section 4.6 of the Disclosure Schedule, since the Borrower 2001 Audited Financial Statements Date, there has been no material and adverse change in the financial condition, business, properties or operations of Borrower or Subsidiary Bank. In addition, Borrower has delivered to Lender copies of call reports filed by Subsidiary Bank for the period ending September 30, 2002 (the "INTERIM FINANCIAL STATEMENTS DATE") and copies of regulatory filings (including Form FRY-9C filings) (such call reports and regulatory filings, "INTERIM FINANCIAL STATEMENTS" and together with the Borrower 2001 Audited Financial Statements, the "BORROWER FINANCIAL STATEMENTS"). The Borrower Interim Financial Statements are true and correct, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its Subsidiary Bank and their respective assets and liabilities and the results of its their respective operations as at, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. The Borrower 2001 Audited Financial Statements and the Interim Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules and guidelines, respectively. Neither Borrower does not have nor Subsidiary Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated financial statements on of Borrower (which financial statements shall include the appropriate regulatory form filed by Borrower financial statement accounts and information of Subsidiary Bank) as of and for the year ended December 31, 2011 (the “Borrower 2008 2011 Financial Statement Date”), audited by Borrower’s Accountant (the “Borrower 2011 Financial Statements”) for the 12 months ended December 31, 2008). The Borrower 2008 2011 Financial Statements are true and correct in all material respects, are have been prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries, have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and fairly and accurately present, in all material respects, the financial condition of Borrower and its Subsidiaries and their assets and liabilities and the results of their operations as of such date and for the fiscal year then ended. In addition, Borrower has delivered to Lender copies of the call reports filed by Subsidiary Bank and copies of the quarterly financial reports filed by the Borrower with the applicable federal regulator, in each case for the quarterly period ending March 31, 2012 (such call reports and regulatory filings, “Interim Financial Statements” and together with the Borrower 2011 Financial Statements, the “Borrower Financial Statements”). The Borrower Interim Financial Statements are true and correct in material respects and have been prepared in accordance with the respective books of account and records of Subsidiary Bank and Borrower and its Subsidiaries, as the case may be, and in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its Subsidiary Bank, as the case may be, and their respective assets and liabilities and the results of its their respective operations as at, of such date and for the period ending atperiod(s) covered thereby, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year year-end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities adjustments and the results absence of its operations as at, and for the period ending at, such datenotes. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules rules, and guidelines, respectively. Neither Borrower does not have nor Subsidiary Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which required to be provided for or disclosed under GAAP that is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory the consolidated financial statements on the appropriate regulatory form filed by of Borrower (the “Borrower 2008 Financial Statements”) as of and for the 12 months ended year ending December 31, 20082003 (the "BORROWER 2003 AUDITED FINANCIAL STATEMENTS DATE"), audited by Borrower's Accountant (the "BORROWER 2003 AUDITED FINANCIAL STATEMENTS"). The Borrower 2008 2003 Audited Financial Statements are true and correct correct, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and fairly and accurately present in all material respectsrespects the financial condition of Borrower and its Subsidiaries and their assets and liabilities and the results of their operations as of such date. Since the Borrower 2003 Audited Financial Statements Date, there has been no material and adverse change in the financial condition, business, properties or operations of Borrower, Southwest Holding or Subsidiary Bank. In addition, Borrower has delivered to Lender copies of call reports filed by Subsidiary Bank for the period ending June 30, 2004 and copies of regulatory filings (including Form FRY-9C filings) (such call reports and regulatory filings, "UNAUDITED FINANCIAL STATEMENTS" and together with the Borrower 2003 Audited Financial Statements, the "BORROWER FINANCIAL STATEMENTS"). The Unaudited Financial Statements are true and correct, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its Subsidiary Bank and their respective assets and liabilities and the results of its their respective operations as at, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. The Borrower 2003 Audited Financial Statements and the Unaudited Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with GAAP and applicable banking regulations, rules and guidelines, respectively. Borrower does not have None of Borrower, Southwest Holding or Subsidiary Bank has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory financial statements on the appropriate regulatory FFIEC form filed by Borrower (the “"Borrower 2008 2004 Financial Statements”") for the 12 months ended December 31, 20082004 (the "Borrower 2004 Financial Statements Date"). The Borrower 2008 2004 Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. [In addition, Borrower has delivered to Lender copies of its regulatory financial statements on the appropriate FFIEC form filed by Borrower for the period ended June 30ending March 31, 2009 2005 (“"Interim Financial Statements” " and together with the Borrower 2008 2004 Financial Statements, the “"Borrower Financial Statements”"). .] The Interim Financial Statements are true and correct in all material respectscorrect, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as atof, and for the period ending at, such date. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with applicable banking regulations, rules and guidelines, respectively. Borrower does not have any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Borrower Financial Statements.

Borrower Financial Statements. Borrower has delivered to Lender copies of regulatory The consolidated financial statements on of Borrower included in the appropriate regulatory form filed by Borrower Borrower’s Reports (including the “Borrower 2008 Financial Statements”related notes, where applicable) for (i) have been prepared from, and are in accordance with, the 12 months ended December 31, 2008. The Borrower 2008 Financial Statements are true books and correct records of Borrower; (ii) fairly present in all material respectsrespects the consolidated results of operations, are prepared cash flows, changes in accordance stockholders’ equity and consolidated financial position of Borrower, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount); (iii) complied as to form, as of their respective dates of filing with the respective books SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of account the SEC, as applicable, with respect thereto; and records of Borrower and its Subsidiaries and (iv) have been prepared in accordance with applicable banking regulationsGAAP consistently applied during the periods involved, rules except, in each case, as indicated in such statements or in the notes thereto. The books and guidelines and with GAAP on a basis consistent with prior periodsrecords of Borrower have been, and fairly and accurately present are being, maintained in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. In addition, Borrower has delivered to Lender copies of its regulatory financial statements filed by Borrower for the period ended June 30, 2009 (“Interim Financial Statements” and together with the Borrower 2008 Financial Statements, the “Borrower Financial Statements”). The Interim Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account GAAP and records of Borrower any other applicable legal and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines and with GAAP, without footnotes and subject to year end adjustments, on a basis consistent with prior periods, and, to the best of Borrower’s knowledge, fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. The Borrower Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with applicable banking regulations, rules and guidelines, respectivelyaccounting requirements. Borrower does not have any material debt, liability or obligation of any nature whatsoever (whether absolute, accrued, contingentcontingent or otherwise and whether due or to become due), absolute except for those liabilities that are reflected or otherwisereserved against on the consolidated balance sheet of Borrower included in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 (including any notes thereto) which is not provided and for or disclosed liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2013 or in connection with this Agreement and the transactions contemplated hereby. In addition, Borrower has made available to Lenders its Consolidated Financial StatementsStatements for Holding Companies on Form FR Y-9C as of and for the period ended September 30, 2013 (the “Y-9C”). The Y-9C presents fairly in all material respects Borrower’s consolidated financial position at the date thereof and of its operations and cash flows for the period then ended, subject to normal recurring year-end adjustments.