Common use of Financial Statements, Reports Clause in Contracts

Financial Statements, Reports. 5.5.1. First Guaranty has previously made available to Premier the First Guaranty Financial Statements. The First Guaranty Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of First Guaranty and the First Guaranty Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.5.2. At the date of each balance sheet included in the First Guaranty Financial Statements, First Guaranty did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Guaranty Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.3. First Guaranty (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management's general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First Guaranty, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of First Guaranty by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to First Guaranty outside auditors and the audit committee of the First Guaranty Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Guaranty's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Guaranty's internal control over financial reporting. These disclosures (if any) were made in writing by management to First Guaranty auditors and audit committee and a copy has previously been made available to Premier. 5.5.4. Since December 31, 2015, to the Knowledge of First Guaranty (A) neither First Guaranty nor First Guaranty Bank nor any director, officer, employee, auditor, accountant or representative of First Guaranty or First Guaranty Bank has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Guaranty or First Guaranty Bank or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Guaranty or First Guaranty Bank has engaged in questionable accounting or auditing practices, and (B) no attorney representing First Guaranty or First Guaranty Bank, whether or not employed by First Guaranty or First Guaranty Bank, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any of its directors or officers. 5.5.5. First Guaranty has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2015 (the "First Guaranty Reports"). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the First Guaranty Reports complied, and each First Guaranty Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the D▇▇▇-▇▇▇▇▇ Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the First Guaranty Reports. No executive officer of First Guaranty has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of First Guaranty no enforcement action has been initiated by the SEC against First Guaranty or its officers or directors relating to disclosures contained in any First Guaranty Report. 5.5.6. First Guaranty and First Guaranty Bank have timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.5.1. First Guaranty has previously made available to Premier (a) True and complete copies of the First Guaranty Financial StatementsStatements are set forth on Schedule 3.6(a). The First Guaranty Financial Statements have been were prepared in accordance with GAAPfrom the books and records of each member of the Seller Group, and (including the related notes where applicable) balance sheets included in the Financial Statements fairly present in each case present, in all material respects (subject in respects, the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results as it relates to the Purchased Assets and the Assumed Liabilities, of operations such member of the Seller Group as of the dates thereof, and the statements of income and cash flows of First Guaranty such member of the Seller Group included in the Financial Statements fairly present, in all material respects, the results of income and cash flows, as the First Guaranty Subsidiaries on a consolidated basis case may be, as they relate to the Purchased Assets and Assumed Liabilities, of and such member of the Seller Group for the respective periods ending on the dates thereofset forth therein (subject, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, to normal year-end audit adjustments which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles applied on a basis consistent with the Accounting Principles, except as permitted by Form 10may be noted therein or as set forth on Schedule 3.6(a) and except that statutory financial statements are prepared in accordance with applicable statutory accounting principles. (b) Except in connection with debtor-Q. 5.5.2. At in-possession financing, no member of the date of each balance sheet included in the First Guaranty Financial Statements, First Guaranty did not have any liabilitiesSeller Group has indebtedness, obligations or loss contingencies liabilities of any nature kind (whether accrued, absolute, accrued, contingent or otherwise, and whether due or to become due) of a type required related to be reflected in such First Guaranty Financial Statements the Purchased Assets or in the footnotes thereto Assumed Liabilities which are not reflected or adequately reserved against therein on the applicable balance sheet dated as of June 30, 2001 included in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilitiesthe Financial Statements other than such indebtedness, obligations and loss contingencies which are not material individually or in the aggregate or which are liabilities as were incurred in the ordinary course of business, business consistent with past practicepractices since June 30, 2001 and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.3. First Guaranty (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management's general either will be repaid or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management's general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First Guaranty, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of First Guaranty by others within those entities, and (z) has disclosed, based on its most recent evaluation discharged prior to the date hereofCut-Off Date or reflected on the Cut-Off Date Schedule of Assets Acquired and Liabilities Assumed. (c) Except as set forth on Schedule 3.6(c), to First Guaranty outside auditors all of the Portfolio Information and the audit committee of the First Guaranty Board of Directors (i) any significant deficiencies and material weaknesses other data set forth in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Guaranty's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Guaranty's internal control over financial reporting. These disclosures (if any) were made in writing by management to First Guaranty auditors and audit committee and a copy has previously been made available to Premier. 5.5.4. Since December 31, 2015, June Portfolio Tape with regard to the Knowledge of First Guaranty (A) neither First Guaranty nor First Guaranty Bank nor any director, officer, employee, auditor, accountant or representative of First Guaranty or First Guaranty Bank has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Guaranty or First Guaranty Bank or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Guaranty or First Guaranty Bank has engaged in questionable accounting or auditing practices, and (B) no attorney representing First Guaranty or First Guaranty Bank, whether or not employed by First Guaranty or First Guaranty Bank, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any of its directors or officers. 5.5.5. First Guaranty has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2015 (the "First Guaranty Reports"). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the First Guaranty Reports complied, Purchased Financing Contracts and each First Guaranty Report filed subsequent to the date hereof Purchased Discounted Financing Agreement is true, correct, complete and prior to the Effective Time will comply, accurate in all material respects with the applicable requirements as of June 30, 2001. All of the Securities ActPortfolio Information delivered to Purchaser prior to, the Exchange Actat or after Closing shall be true, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Actcorrect, complete and the D▇▇▇-▇▇▇▇▇ Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the First Guaranty Reports. No executive officer of First Guaranty has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of First Guaranty no enforcement action has been initiated by the SEC against First Guaranty or its officers or directors relating to disclosures contained in any First Guaranty Report. 5.5.6. First Guaranty and First Guaranty Bank have timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty Regulatory Reports, to the extent they contain financial information, have been prepared accurate in all material respects as of its date. (d) With respect to each Purchased Financing Contract, the Portfolio Information described in accordance clause (xiv) of such definition with applicable regulatory accounting principles respect to such Purchased Financing Contract that is set forth on the June Portfolio Tape and practices throughout the periods covered by Cut-Off Date Portfolio Tape is the Net Book Value of such statementsPurchased Financing Contract. (e) At the Closing, no Assigning Subsidiary will be an Insolvent Subsidiary.

Financial Statements, Reports. 5.5.15.6.1. First Guaranty MainSource has previously made available to Premier Cheviot Financial the First Guaranty MainSource Financial Statements. The First Guaranty MainSource Financial Statements have been prepared in accordance with GAAPGAAP from the books and records of MainSource and each MainSource Subsidiary, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations operations, cash flows, and cash flows changes to shareholders’ equity of First Guaranty MainSource and the First Guaranty MainSource Subsidiaries on a consolidated basis as of and for the respective periods ending ended on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.5.25.6.2. At the date of each balance sheet included in the First Guaranty MainSource Financial Statements, First Guaranty MainSource did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Guaranty MainSource Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.35.6.3. First Guaranty MainSource (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First GuarantyMainSource, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of First Guaranty MainSource by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to First Guaranty MainSource outside auditors and the audit committee of the First Guaranty MainSource Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Guaranty's MainSource’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Guaranty's MainSource’s internal control over financial reporting. These disclosures (if any) were made in writing by management to First Guaranty MainSource’s auditors and audit committee and a copy has previously been made available to PremierCheviot Financial. As of the date hereof, MainSource has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. 5.5.45.6.4. Since December 31, 20152014, to the Knowledge of First Guaranty (A) neither First Guaranty MainSource nor First Guaranty Bank nor any MainSource Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of First Guaranty MainSource or First Guaranty Bank any MainSource Subsidiary has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Guaranty MainSource or First Guaranty Bank any MainSource Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Guaranty MainSource or First Guaranty Bank any MainSource Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing First Guaranty MainSource or First Guaranty Bankany MainSource Subsidiary, whether or not employed by First Guaranty MainSource or First Guaranty Bankany MainSource Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board Board of directors Directors or any committee thereof or to any of its directors or officers. 5.5.55.6.5. First Guaranty MainSource has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2015 2014 (the "First Guaranty “MainSource Reports"”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the First Guaranty MainSource Reports complied, and each First Guaranty MainSource Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the D▇▇▇▇-▇▇▇▇▇ Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the First Guaranty MainSource Reports. None of the MainSource Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of First Guaranty MainSource has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of First Guaranty MainSource no enforcement action has been initiated by the SEC against First Guaranty MainSource or its officers or directors relating to disclosures contained in any First Guaranty MainSource Report. 5.5.65.6.6. First Guaranty MainSource and First Guaranty Bank have each MainSource Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty MainSource Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.5.14.6.1. First Guaranty Colonial Financial has previously made available to Premier Cape Bancorp the First Guaranty Colonial Financial Financial Statements. The First Guaranty Colonial Financial Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of First Guaranty Colonial Financial and the First Guaranty Colonial Financial Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.5.24.6.2. At the date of each balance sheet included in the First Guaranty Colonial Financial Financial Statements, First Guaranty Colonial Financial did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Guaranty Colonial Financial Financial Statements or in the footnotes thereto which are not fully reflected or reserved against therein in accordance with GAAP or appropriately fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.34.6.3. First Guaranty Except as disclosed in Colonial Financial DISCLOSURE SCHEDULE 4.6.3, Colonial Financial and each Colonial Financial Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2013 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The Colonial Financial Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.4. Colonial Financial (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First GuarantyColonial Financial, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of First Guaranty Colonial Financial by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to First Guaranty Colonial Financial outside auditors and the audit committee of the First Guaranty Colonial Financial Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Guaranty's Colonial Financial’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Guaranty's Colonial Financial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to First Guaranty Colonial Financial auditors and audit committee and a copy has previously been made available to PremierCape Bancorp. 5.5.44.6.5. Since December 31, 20152013, to the Knowledge of First Guaranty (A) neither First Guaranty Colonial Financial nor First Guaranty Bank nor any Colonial Financial Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of First Guaranty Colonial Financial or First Guaranty Bank any Colonial Financial Subsidiary has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Guaranty Colonial Financial or First Guaranty Bank any Colonial Financial Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Guaranty Colonial Financial or First Guaranty Bank any Colonial Financial Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing First Guaranty Colonial Financial or First Guaranty Bankany Colonial Financial Subsidiary, whether or not employed by First Guaranty Colonial Financial or First Guaranty Bankany Colonial Financial Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any of its directors or officers. 5.5.54.6.6. First Guaranty Colonial Financial has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2015 2013 (the "First Guaranty “Colonial Financial Reports"”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the First Guaranty Colonial Financial Reports complied, and each First Guaranty Colonial Financial Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the D▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, as amended (the “▇▇▇▇-▇▇▇▇▇ Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the First Guaranty Colonial Financial Reports. None of the Colonial Financial Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of First Guaranty Colonial Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of First Guaranty Colonial Financial no enforcement action has been initiated by the SEC against First Guaranty Colonial Financial or its officers or directors relating to disclosures contained in any First Guaranty Colonial Financial Report. 5.5.6. First Guaranty and First Guaranty Bank have timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.5.15.6.1. First Guaranty Cape Bancorp has previously made available to Premier Colonial Financial the First Guaranty Cape Bancorp Financial Statements. The First Guaranty Cape Bancorp Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of First Guaranty Cape Bancorp and the First Guaranty Cape Bancorp Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.5.25.6.2. At the date of each balance sheet included in the First Guaranty Cape Bancorp Financial Statements, First Guaranty Cape Bancorp did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Guaranty Cape Bancorp Financial Statements or in the footnotes thereto which are not fully reflected or reserved against therein in accordance with GAAP or appropriately fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.35.6.3. First Guaranty Cape Bancorp (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First GuarantyCape Bancorp, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of First Guaranty Cape Bancorp by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to First Guaranty Cape Bancorp outside auditors and the audit committee of the First Guaranty Cape Bancorp Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Guaranty's Cape Bancorp’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Guaranty's Cape Bancorp’s internal control over financial reporting. These disclosures (if any) were made in writing by management to First Guaranty Cape Bancorp auditors and audit committee and a copy has previously been made available to PremierColonial Financial. 5.5.45.6.4. Since December 31, 20152013, to the Knowledge of First Guaranty (A) neither First Guaranty Cape Bancorp nor First Guaranty Bank nor any Cape Bancorp Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of First Guaranty Cape Bancorp or First Guaranty Bank any Cape Bancorp Subsidiary has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Guaranty Cape Bancorp or First Guaranty Bank any Cape Bancorp Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Guaranty Cape Bancorp or First Guaranty Bank any Cape Bancorp Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing First Guaranty Cape Bancorp or First Guaranty Bankany Cape Bancorp Subsidiary, whether or not employed by First Guaranty Cape Bancorp or First Guaranty Bankany Cape Bancorp Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any of its directors or officers. 5.5.55.6.5. First Guaranty Cape Bancorp has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2015 2013 (the "First Guaranty “Cape Reports"”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the First Guaranty Cape Reports complied, and each First Guaranty Cape Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the D▇▇▇▇-▇▇▇▇▇ Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the First Guaranty Cape Reports. None of the Cape Bancorp Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of First Guaranty Cape Bancorp has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of First Guaranty Cape Bancorp no enforcement action has been initiated by the SEC against First Guaranty Cape Bancorp or its officers or directors relating to disclosures contained in any First Guaranty Cape Report. 5.5.6. First Guaranty and First Guaranty Bank have timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.5.14.5.1. First Guaranty Premier has previously made available to Premier the First Guaranty the Premier Financial Statements. The First Guaranty Premier Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of First Guaranty Premier and the First Guaranty Premier Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q.. 5.5.24.5.2. At the date of each balance sheet included in the First Guaranty Premier Financial Statements, First Guaranty Premier did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Guaranty Premier Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.34.5.3. First Guaranty Except as disclosed in Premier Disclosure Schedule 4.5.3, Premier and each Premier Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2011 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The Premier Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.5.4. The records, systems, controls, data and information of Premier, Premier Delaware and Synergy Bank are recorded, stored, maintained and operated under means (xincluding any electronic, mechanical or photographic process, whether computerized or not) has implemented that are under the exclusive ownership and maintains direct control of Premier, Premier Delaware or Synergy Bank or accountants (including all means of access thereto and therefrom). Premier, Premier Delaware and Synergy Bank have devised and maintained a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed accounting controls sufficient to provide reasonable assurances assurances: (i) that the assets of Premier, Premier Delaware and Synergy Bank are properly recorded; and (ii) regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that GAAP. No reportable conditions or material weaknesses (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management's general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (each as defined in Rule 13a-15(e) AU 325 of the Exchange ActAICPA Professional Standards) to ensure that material information relating to First Guaranty, including its consolidated Subsidiaries, is made known to have been discovered in connection with the chief executive officer and the chief financial officer of First Guaranty by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to First Guaranty outside auditors and the audit committee audits of the First Guaranty Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First GuarantyPremier Financial Statements by Premier's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Guaranty's internal control over financial reporting. These disclosures (if any) were made in writing by management to First Guaranty auditors and audit committee and a copy has previously been made available to Premiercertified public accountants. 5.5.44.5.5. Since December 31Except as disclosed in Premier Disclosure Schedule 4.5.5, 2015since January 1, 2012, to the Knowledge of First Guaranty Premier (A) neither First Guaranty Premier nor First Guaranty Bank any Premier Subsidiary nor any director, officer, employee, auditor, accountant or representative of First Guaranty Premier or First Guaranty Bank any Premier Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Guaranty Premier or First Guaranty Bank any Premier Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Guaranty Premier or First Guaranty Bank any Premier Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing First Guaranty Premier or First Guaranty Bankany Premier Subsidiary, whether or not employed by First Guaranty Premier or First Guaranty Bankany Premier Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any of its directors or officers. 5.5.5. First Guaranty has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2015 (the "First Guaranty Reports"). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the First Guaranty Reports complied, and each First Guaranty Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the D▇▇▇-▇▇▇▇▇ Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the First Guaranty Reports. No executive officer of First Guaranty has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of First Guaranty no enforcement action has been initiated by the SEC against First Guaranty or its officers or directors relating to disclosures contained in any First Guaranty Report. 5.5.6. First Guaranty and First Guaranty Bank have timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.5.15.6.1. First Guaranty Northwest Bancshares has previously made available to Premier LNB Bancorp the First Guaranty Northwest Bancshares Financial Statements. The First Guaranty Northwest Bancshares Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of First Guaranty Northwest Bancshares and the First Guaranty Northwest Bancshares Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.5.25.6.2. At the date of each balance sheet included in the First Guaranty Northwest Bancshares Financial Statements, First Guaranty Northwest Bancshares did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Guaranty Northwest Bancshares Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.35.6.3. First Guaranty Northwest Bancshares (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First GuarantyNorthwest Bancshares, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of First Guaranty Northwest Bancshares by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to First Guaranty Northwest Bancshares outside auditors and the audit committee of the First Guaranty Northwest Bancshares Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Guaranty's Northwest Bancshares’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Guaranty's Northwest Bancshares’s internal control over financial reporting. These disclosures (if any) were made in writing by management to First Guaranty Northwest Bancshares auditors and audit committee and a copy has previously been made available to PremierLNB Bancorp. 5.5.45.6.4. Since December 31, 20152013, to the Knowledge of First Guaranty (A) neither First Guaranty Northwest Bancshares nor First Guaranty Bank nor any Northwest Bancshares Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of First Guaranty Northwest Bancshares or First Guaranty Bank any Northwest Bancshares Subsidiary has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Guaranty Northwest Bancshares or First Guaranty Bank any Northwest Bancshares Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Guaranty Northwest Bancshares or First Guaranty Bank any Northwest Bancshares Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing First Guaranty Northwest Bancshares or First Guaranty Bankany Northwest Bancshares Subsidiary, whether or not employed by First Guaranty Northwest Bancshares or First Guaranty Bankany Northwest Bancshares Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any of its directors or officers. 5.5.55.6.5. First Guaranty Northwest Bancshares has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2015 2013 (the "First Guaranty “Northwest Reports"”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the First Guaranty Northwest Reports complied, and each First Guaranty Northwest Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the D▇▇▇▇-▇▇▇▇▇ Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the First Guaranty Northwest Reports. None of the Northwest Bancshares Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of First Guaranty Northwest Bancshares has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of First Guaranty Northwest Bancshares no enforcement action has been initiated by the SEC against First Guaranty Northwest Bancshares or its officers or directors relating to disclosures contained in any First Guaranty Northwest Report. 5.5.65.6.6. First Guaranty Except as disclosed in Northwest Bancshares Disclosure Schedule 5.6.6, Northwest Bancshares and First Guaranty Bank have each Northwest Bancshares Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 2013 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty Northwest Bancshares Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.5.14.6.1. First Guaranty LNB Bancorp has previously made available to Premier Northwest Bancshares the First Guaranty LNB Bancorp Financial Statements. The First Guaranty LNB Bancorp Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of First Guaranty LNB Bancorp and the First Guaranty LNB Bancorp Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.5.24.6.2. At the date of each balance sheet included in the First Guaranty LNB Bancorp Financial Statements, First Guaranty LNB Bancorp did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Guaranty LNB Bancorp Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.34.6.3. First Guaranty Except as disclosed in LNB Bancorp Disclosure Schedule 4.6.3, LNB Bancorp and each LNB Bancorp Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2013 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The LNB Bancorp Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.4. LNB Bancorp (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First GuarantyLNB Bancorp, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of First Guaranty LNB Bancorp by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to First Guaranty LNB Bancorp outside auditors and the audit committee of the First Guaranty LNB Bancorp Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Guaranty's LNB Bancorp’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Guaranty's LNB Bancorp’s internal control over financial reporting. These disclosures (if any) were made in writing by management to First Guaranty LNB Bancorp auditors and audit committee and a copy has previously been made available to PremierNorthwest Bancshares. 5.5.44.6.5. Since December 31, 20152013, to the Knowledge of First Guaranty (A) neither First Guaranty LNB Bancorp nor First Guaranty Bank nor any LNB Bancorp Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of First Guaranty LNB Bancorp or First Guaranty Bank any LNB Bancorp Subsidiary has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Guaranty LNB Bancorp or First Guaranty Bank any LNB Bancorp Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Guaranty LNB Bancorp or First Guaranty Bank any LNB Bancorp Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing First Guaranty LNB Bancorp or First Guaranty Bankany LNB Bancorp Subsidiary, whether or not employed by First Guaranty LNB Bancorp or First Guaranty Bankany LNB Bancorp Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any of its directors or officers. 5.5.54.6.6. First Guaranty LNB Bancorp has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2015 2013 (the "First Guaranty “LNB Bancorp Reports"”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the First Guaranty LNB Bancorp Reports complied, and each First Guaranty LNB Bancorp Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the D▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, as amended (the “▇▇▇▇-▇▇▇▇▇ Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the First Guaranty LNB Bancorp Reports. None of the LNB Bancorp Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of First Guaranty LNB Bancorp has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of First Guaranty LNB Bancorp no enforcement action has been initiated by the SEC against First Guaranty LNB Bancorp or its officers or directors relating to disclosures contained in any First Guaranty LNB Bancorp Report. 5.5.6. First Guaranty and First Guaranty Bank have timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.5.14.6.1. First Guaranty Cheviot Financial has previously made available to Premier MainSource the First Guaranty Cheviot Financial Financial Statements. The First Guaranty Cheviot Financial Financial Statements have been prepared in accordance with GAAPGAAP or regulatory accounting principles or regulatory instructions, as applicable, from the books and records of Cheviot Financial and each Cheviot Financial Subsidiary, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations operations, cash flows, and cash flows changes to shareholders’ equity of First Guaranty Cheviot Financial and the First Guaranty Cheviot Financial Subsidiaries on a consolidated basis as of and for the respective periods ending ended on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.5.24.6.2. At the date of each balance sheet included in the First Guaranty Cheviot Financial Financial Statements, First Guaranty Cheviot Financial did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Guaranty Cheviot Financial Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.34.6.3. First Guaranty Cheviot Financial and each Cheviot Financial Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The Cheviot Financial Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.4. None of Cheviot Financial or any Cheviot Financial Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or the Cheviot Financial Subsidiary or accountants except in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Cheviot Financial. Cheviot Financial (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First GuarantyCheviot Financial, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of First Guaranty Cheviot Financial by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to First Guaranty Cheviot Financial’s outside auditors and the audit committee of the First Guaranty Cheviot Financial Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Guaranty's Cheviot Financial’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Guaranty's Cheviot Financial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to First Guaranty Cheviot Financial’s auditors and audit committee and a copy has previously been made available to PremierMainSource. As of the date hereof, Cheviot Financial has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. 5.5.44.6.5. Since December 31, 20152014, to the Knowledge of First Guaranty (A) neither First Guaranty Cheviot Financial nor First Guaranty Bank nor any Cheviot Financial Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of First Guaranty Cheviot Financial or First Guaranty Bank any Cheviot Financial Subsidiary has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Guaranty Cheviot Financial or First Guaranty Bank any Cheviot Financial Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Guaranty Cheviot Financial or First Guaranty Bank any Cheviot Financial Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing First Guaranty Cheviot Financial or First Guaranty Bankany Cheviot Financial Subsidiary, whether or not employed by First Guaranty Cheviot Financial or First Guaranty Bankany Cheviot Financial Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board Board of directors Directors or any committee thereof or to any of its directors or officers. 5.5.54.6.6. First Guaranty Cheviot Financial has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2015 2014 (the "First Guaranty “Cheviot Financial Reports"”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the First Guaranty Cheviot Financial Reports complied, and each First Guaranty Cheviot Financial Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the D▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, as amended (the “▇▇▇▇-▇▇▇▇▇ Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the First Guaranty Cheviot Financial Reports. None of the Cheviot Financial Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of First Guaranty Cheviot Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of First Guaranty Cheviot Financial no enforcement action has been initiated by the SEC against First Guaranty Cheviot Financial or its officers or directors relating to disclosures contained in any First Guaranty Cheviot Financial Report. 5.5.6. First Guaranty and First Guaranty Bank have timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.5.15.6.1. First Guaranty Northwest Bancshares has previously made available to Premier MutualFirst Financial the First Guaranty Northwest Bancshares Financial Statements. The First Guaranty Northwest Bancshares Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of First Guaranty Northwest Bancshares and the First Guaranty Northwest Bancshares Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q.40 5.5.25.6.2. At the date of each balance sheet included in the First Guaranty Northwest Bancshares Financial Statements, First Guaranty Northwest Bancshares did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Guaranty Northwest Bancshares Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.35.6.3. First Guaranty Northwest Bancshares (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First GuarantyNorthwest Bancshares, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of First Guaranty Northwest Bancshares by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to First Guaranty Northwest Bancshares outside auditors and the audit committee of the First Guaranty Northwest Bancshares Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Guaranty's Northwest Bancshares’ ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Guaranty's Northwest Bancshares’ internal control over financial reporting. These disclosures (if any) were made in writing by management to First Guaranty Northwest Bancshares’ auditors and audit committee and a copy has previously been made available to PremierMutualFirst Financial. 5.5.45.6.4. Since December 31, 20152018, to the Knowledge of First Guaranty (A) neither First Guaranty Northwest Bancshares nor First Guaranty Bank nor any Northwest Bancshares Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of First Guaranty Northwest Bancshares or First Guaranty Bank any Northwest Bancshares Subsidiary has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Guaranty Northwest Bancshares or First Guaranty Bank any Northwest Bancshares Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Guaranty or First Guaranty Bank has engaged in questionable accounting or auditing practices, and (B) no attorney representing First Guaranty or First Guaranty Bank, whether or not employed by First Guaranty or First Guaranty Bank, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it Northwest Bancshares or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any of its directors or officers.Northwest Bancshares 41 5.5.55.6.5. First Guaranty Northwest Bancshares has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2015 2018 (the "First Guaranty “Northwest Reports"”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the First Guaranty Northwest Reports complied, and each First Guaranty Northwest Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the D▇▇▇▇-▇▇▇▇▇ Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the First Guaranty Northwest Reports. None of the Northwest Bancshares Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of First Guaranty Northwest Bancshares has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of First Guaranty Northwest Bancshares no enforcement action has been initiated by the SEC against First Guaranty Northwest Bancshares or its officers or directors relating to disclosures contained in any First Guaranty Northwest Report. 5.5.65.6.6. First Guaranty Except as disclosed in Northwest Bancshares Disclosure Schedule 5.6.6, Northwest Bancshares and First Guaranty Bank have each Northwest Bancshares Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 2018 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty Northwest Bancshares Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 5.

Financial Statements, Reports. 5.5.15.6.1. First Guaranty Northwest Bancshares has previously made available to Premier MutualFirst Financial the First Guaranty Northwest Bancshares Financial Statements. The First Guaranty Northwest Bancshares Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of First Guaranty Northwest Bancshares and the First Guaranty Northwest Bancshares Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.5.25.6.2. At the date of each balance sheet included in the First Guaranty Northwest Bancshares Financial Statements, First Guaranty Northwest Bancshares did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Guaranty Northwest Bancshares Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.35.6.3. First Guaranty Northwest Bancshares (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First GuarantyNorthwest Bancshares, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of First Guaranty Northwest Bancshares by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to First Guaranty Northwest Bancshares outside auditors and the audit committee of the First Guaranty Northwest Bancshares Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Guaranty's Northwest Bancshares’ ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in First Guaranty's Northwest Bancshares’ internal control over financial reporting. These disclosures (if any) were made in writing by management to First Guaranty Northwest Bancshares’ auditors and audit committee and a copy has previously been made available to PremierMutualFirst Financial. 5.5.45.6.4. Since December 31, 20152018, to the Knowledge of First Guaranty (A) neither First Guaranty Northwest Bancshares nor First Guaranty Bank nor any Northwest Bancshares Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of First Guaranty Northwest Bancshares or First Guaranty Bank any Northwest Bancshares Subsidiary has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Guaranty Northwest Bancshares or First Guaranty Bank any Northwest Bancshares Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Guaranty Northwest Bancshares or First Guaranty Bank any Northwest Bancshares Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing First Guaranty Northwest Bancshares or First Guaranty Bankany Northwest Bancshares Subsidiary, whether or not employed by First Guaranty Northwest Bancshares or First Guaranty Bankany Northwest Bancshares Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board Board of directors Directors or any committee thereof or to any of its directors or officers. 5.5.55.6.5. First Guaranty Northwest Bancshares has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2015 2018 (the "First Guaranty “Northwest Reports"”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the First Guaranty Northwest Reports complied, and each First Guaranty Northwest Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the D▇▇▇▇-▇▇▇▇▇ Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the First Guaranty Northwest Reports. None of the Northwest Bancshares Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of First Guaranty Northwest Bancshares has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of First Guaranty Northwest Bancshares no enforcement action has been initiated by the SEC against First Guaranty Northwest Bancshares or its officers or directors relating to disclosures contained in any First Guaranty Northwest Report. 5.5.65.6.6. First Guaranty Except as disclosed in Northwest Bancshares Disclosure Schedule 5.6.6, Northwest Bancshares and First Guaranty Bank have each Northwest Bancshares Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2015 2018 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The First Guaranty Northwest Bancshares Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.