Common use of Certain Loans and Related Matters Clause in Contracts

Certain Loans and Related Matters. Except as set forth in Schedule 3.5, neither North Penn nor any of the North Penn Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn or any of the North Penn Subsidiaries, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North Penn, any subsidiary or any five percent (5%) shareholder of North Penn, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn or any of the North Penn Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority.

Certain Loans and Related Matters. Except as set forth in Schedule 3.5, neither North Penn Central Jersey nor any of the North Penn Subsidiaries its subsidiaries is a party Party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn Central Jersey or its subsidiaries or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North Penn, any subsidiary Central Jersey or any five percent (5%) shareholder of North PennCentral Jersey, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn Central Jersey or any of the North Penn Subsidiaries its subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority, which such violation would be reasonably expected to have a Material Adverse Effect on Central Jersey.

Certain Loans and Related Matters. Except as set forth in Disclosure Schedule 3.5, neither North Penn GFH nor any of the North Penn its Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn GFH or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” ”, “other assets especially mentioned,” ”, “special mention,” ”, “credit risk assets,” ”, “classified,” ”, “criticized,” ”, “watch list,” ”, “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennGFH, any subsidiary Gateway Bank or any five percent (5%) shareholder of North Penn, GFH or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn GFH or any of the North Penn its Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority.

Certain Loans and Related Matters. Except as set forth in Disclosure Schedule 3.5, neither North Penn FCB nor any of the North Penn its Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn FCB or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” ”, “other assets especially mentioned,” ”, “special mention,” ”, “credit risk assets,” ”, “classified,” ”, “criticized,” ”, “watch list,” ”, “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennFCB, any subsidiary First Capital Bank or any five percent (5%) shareholder of North Penn, FCB or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn FCB or any of the North Penn its Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority.

Certain Loans and Related Matters. Except as set forth in EVBS Schedule 3.54.5, neither North Penn EVBS nor any of the North Penn EVBS Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn EVBS or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” ”, “other assets especially mentioned,” ”, “special mention,” ”, “credit risk assets,” ”, “classified,” ”, “criticized,” ”, “watch list,” ”, “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennEVBS, any subsidiary EVB or any five percent (5%) shareholder of North Penn, EVBS or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn EVBS or any of the North Penn EVBS Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority.

Certain Loans and Related Matters. (a) Except as set forth in Schedule 3.53.12(a), neither North Penn GNB nor any of the North Penn Subsidiaries GNB Bank is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $25,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision material provisions as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn GNB or GNB Bank or any of the North Penn Subsidiariesregulatory agency with supervisory jurisdiction over GNB or GNB Bank, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North Penn, any subsidiary GNB or any five percent (5%) of its Subsidiaries, or any 10% or greater shareholder of North PennGNB, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn GNB or any of the North Penn its Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authorityregulatory agency with supervisory jurisdiction over GNB or any of its Subsidiaries and which violation could have a Material Adverse Effect on GNB. (b) Schedule 3.12(b) contains the “watch list of loans” of GNB Bank (“Watch List”) as of December 31, 2003. Except as set forth in Schedule 3.12(b), to the knowledge of GNB, there is no loan agreement, note or borrowing arrangement which should be included on the Watch List in accordance with GNB’s past practices and prudent banking principles.

Certain Loans and Related Matters. Except as set forth in Noah Disclosure Schedule 3.5, neither North Penn nor any as of the North Penn Subsidiaries date hereof, Xxxx is not a party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or or, to the Knowledge of Xxxx, in default of any other provision as of the date hereofmaterial provision; (ii) loan agreement, note or borrowing arrangement which that has been classified or, in the exercise of reasonable diligence by North Penn or any of the North Penn Subsidiaries, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement that is on nonaccrual status; (iv) loan agreement, note or borrowing arrangement, including any loan guaranty, with (y) any director or executive officer of North Penn, any subsidiary or any five percent (5%) shareholder of North Penn, Xxxx or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; foregoing or (ivz) each asset of it or any five percent (5%) shareholder of Noah or, to the North Penn Subsidiaries thatKnowledge of Noah, as of September 30any person, 2010corporation or enterprise controlling, was classified as “Other Real Estate Owned” and the book value thereof, controlled by or under common control with such shareholder; or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn or any of the North Penn Subsidiaries Noah including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority, which such violation would be reasonably expected to have a Material Adverse Effect on Noah.

Certain Loans and Related Matters. Except as set forth in Schedule 3.5, neither North Penn Seller nor any of the North Penn Seller Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest or in default of any other provision as that would entitle Seller or Seller Bank to accelerate the maturity of the date hereofall obligations evidenced thereby; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn Seller or any of the North Penn Seller Subsidiaries, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennSeller, any subsidiary or any five percent (5%) shareholder of North PennSeller, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; (iv) each agreement of any sort related to any asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was that is classified as “Other Real Estate Owned,” and the book value thereofor words of similar import (v) loan agreement, note or borrowing arrangement related to any troubled debt restructuring; or (vvi) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn Seller or any of the North Penn Seller Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority. In the case of any loans or other assets listed on Schedule 3.5 hereof, the book value of such loan or asset is set forth along with the subsection under which such loan or asset is being disclosed. All loans which are classified as “Insider Transactions” by Regulation O of the Board of Governors of the Federal Reserve System (“Federal Reserve”) have been made by Seller or any of the Seller Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than normal risk of collectibility or present other unfavorable features and have been described in the Financial Statements of Seller. Except as set forth on Schedule 3.5 hereof, Seller has not received any notice of and has no reason to believe that it will be required to repurchase any loans that it has previously sold.

Certain Loans and Related Matters. (a) Except as set forth in Schedule 3.52.7(a), neither North Penn nor any of the North Penn Subsidiaries Republic is not a party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision material provisions as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn or any of the North Penn SubsidiariesRepublic, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennRepublic, any subsidiary or any five percent (5%) 10% or more shareholder of North PennRepublic, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn or any of the North Penn Subsidiaries Republic including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authorityregulatory agency with supervisory jurisdiction over Republic and which violation could have a Material Adverse Effect on the Condition of Republic. (b) Schedule 2.7(b) contains the “watch list of loans” of Republic (the “Watch List”) as of December 31, 2005. Except as set forth in Schedule 2.7(b), to the knowledge of Republic, there is no loan agreement, note or borrowing arrangement which should be included on the Watch List in accordance with Republic’s current practices and prudent banking principles.

Certain Loans and Related Matters. Except as set forth in Disclosure Schedule 3.5, neither North Penn nor any of the North Penn Subsidiaries Albemarle First is not a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or to the knowledge of Albemarle First in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn Albemarle First or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” ”, “other assets especially mentioned,” ”, “special mention,” ”, “credit risk assets,” ”, “classified,” ”, “criticized,” ”, “watch list,” ”, “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North Penn, any subsidiary Albemarle First or any five percent (5%) shareholder of North Penn, Albemarle First or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn or any of the North Penn Subsidiaries Albemarle First including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority.

Certain Loans and Related Matters. Except as set forth in HRB Schedule 3.54.5, neither North Penn HRB nor any of the North Penn HRB Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn HRB or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” ”, “other assets especially mentioned,” ”, “special mention,” ”, “credit risk assets,” ”, “classified,” ”, “criticized,” ”, “watch list,” ”, “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennHRB, any subsidiary Bank of Hampton Roads, Shore Bank or any five percent (5%) shareholder of North Penn, HRB or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn HRB or any of the North Penn HRB Subsidiaries including, but bu t not limited to, those promulgated, interpreted or enforced by any Regulatory Authority.

Certain Loans and Related Matters. Except as set forth in Schedule 3.54.19, as of the date of this Agreement, neither North Penn Buyer nor any of the North Penn Buyer Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest or in default of any other provision as that would entitle Buyer or Buyer Bank to accelerate the maturity of the date hereofall obligations evidenced thereby; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn Buyer or any of the North Penn Buyer Subsidiaries, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennBuyer, any subsidiary or any five percent (5%) shareholder of North PennBuyer, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; (iv) each agreement of any sort related to any asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was that is classified as “Other Real Estate Owned,” and the book value thereofor words of similar import (v) loan agreement, note or borrowing arrangement related to any troubled debt restructuring; or (vvi) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn Buyer or any of the North Penn Buyer Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority.

Certain Loans and Related Matters. Except as set forth in Sterling Schedule 3.5, neither North Penn nor as of February 28, 2010, none of Sterling, Sterling Bank or any of the North Penn Subsidiaries Sterling Subsidiary is a party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or or, to the Knowledge of Sterling and Sterling Bank, in default of any other provision as of the date hereofmaterial provision; (ii) loan agreement, note or borrowing arrangement which that has been classified or, in the exercise of reasonable diligence by North Penn Sterling, Sterling Bank, a Sterling Subsidiary or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement that is on nonaccrual status; (iv) loan agreement, note or borrowing arrangement, including any loan guaranty, with (y) any director or executive officer of North PennSterling, any subsidiary Sterling Bank or any five percent (5%) shareholder of North Penn, Sterling Subsidiary or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; foregoing or (ivz) each asset of it or any five percent (5%) shareholder of Sterling or, to the North Penn Subsidiaries thatKnowledge of Sterling and Sterling Bank, as of September 30any person, 2010corporation or enterprise controlling, was classified as “Other Real Estate Owned” and the book value thereof, controlled by or under common control with such shareholder; or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn or any of the North Penn Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority.,

Certain Loans and Related Matters. Except as set forth in Disclosure Schedule 3.5, neither North Penn SFC nor any of the North Penn its Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn SFC or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” ”, “other assets especially mentioned,” ”, “special mention,” ”, “credit risk assets,” ”, “classified,” ”, “criticized,” ”, “watch list,” ”, “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennSFC, any subsidiary Shore Bank or any five percent (5%) shareholder of North Penn, SFC or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn SFC or any of the North Penn its Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority.

Certain Loans and Related Matters. Except as set forth in ------------------------------------ Schedule 3.5, neither North Penn nor any none of the North Penn Subsidiaries Community, Community Bank or their respective subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $25,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn Community, Community Bank or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “"substandard,” “" "doubtful,” “" "loss,” “" "other loans especially mentioned,” “" "other assets especially mentioned,” “" "special mention,” “" "credit risk assets,” “" "classified,” “" "criticized,” “" "watch list,” “" "concerned loans” " or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennCommunity, Community Bank or any Community subsidiary or any five percent (5%) shareholder of North PennCommunity, Community Bank or any Community subsidiary, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn Community, Community Bank or any of the North Penn Subsidiaries Community subsidiary including, but not limited to, those promulgated, interpreted or enforced by any Regulatory AuthorityAuthority and which violation could have a Material Adverse Effect on the Condition of Community.

Certain Loans and Related Matters. Except as set forth in --------------------------------- Schedule 3.5, neither North Penn nor any none of the North Penn Subsidiaries Community, Community Bank or their respective subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $25,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn Community, Community Bank or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “"substandard,” “" "doubtful,” “" "loss,” “" "other loans especially mentioned,” “" "other assets especially mentioned,” “" "special mention,” “" "credit risk assets,” “" "classified,” “" "criticized,” “" "watch list,” “" "concerned loans” " or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennCommunity, Community Bank or any Community subsidiary or any five percent (5%) shareholder of North PennCommunity, Community Bank or any Community subsidiary, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn Community, Community Bank or any of the North Penn Subsidiaries Community subsidiary including, but not limited to, those promulgated, interpreted or enforced by any Regulatory AuthorityAuthority and which violation could have a Material Adverse Effect on the Condition of Community.

Certain Loans and Related Matters. Except as set forth in Schedule 3.5, neither North Penn Delaware nor any of the North Penn Delaware Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn Delaware or any of the North Penn Delaware Subsidiaries, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennDelaware, any subsidiary Delaware Subsidiary or any five percent (5%) shareholder of North PennDelaware, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; (iv) each asset of it or any of the North Penn Delaware Subsidiaries that, as of September 30December 31, 20102015, was classified as “Other Real Estate Owned” and the book value thereof; (v) loan where the interest rate terms have been reduced, principal reduced and/or the maturity extended due to concerns about the borrower’s ability to repay; (vi) loan where a specific reserve allocation exists in connection therewith; or (vvii) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn Delaware or any of the North Penn Delaware Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority. Schedule 3.5 specifies the name of the borrower, the amount of principal and the unpaid interest outstanding, together with a description of any collateral, for all such loans required to be disclosed.

Certain Loans and Related Matters. (a) Except as set forth in Schedule 3.53.12(a), as of September 30, 2005, neither North Penn Northwest nor any of the North Penn Subsidiaries Northwest Bank is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $25,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision material provisions as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn Northwest or Northwest Bank or any of the North Penn Subsidiariesregulatory agency with supervisory jurisdiction over Northwest or Northwest Bank, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North Penn, any subsidiary Northwest or any five percent (5%) of its Subsidiaries, or any 10% or greater shareholder of North PennNorthwest, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn Northwest or any of the North Penn its Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authorityregulatory agency with supervisory jurisdiction over Northwest or its Subsidiaries and which violation could have a Material Adverse Effect on Northwest. (b) Schedule 3.12(b) contains the “watch list of loans” of Northwest Bank (“Watch List”) as of September 30, 2005. Except as set forth in Schedule 3.12(b), to the knowledge of Northwest, there is no loan agreement, note or borrowing arrangement which should be included on the Watch List in accordance with Northwest’s past practices and prudent banking principles.

Certain Loans and Related Matters. (a) Except as set forth in Schedule 3.5Section 3.11(a) of the Disclosure Schedules, as of March 31, 2018, neither North Penn the Company nor any of the North Penn its Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $10,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision material provisions as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn or any of the North Penn Subsidiaries, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North Penn, any subsidiary the Company or any five of its Subsidiaries, or any ten percent (510%) or more shareholder of North Pennthe Company, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn the Company or any of the North Penn its Subsidiaries including, but not limited to, including those promulgated, interpreted or enforced by any Regulatory Authorityregulatory agency with supervisory jurisdiction over the Company or any of its Subsidiaries. (b) Section 3.11(b) of the Disclosure Schedules contains the “watch list of loans” of the Bank (“Watch List”) as of March 31, 2018. To the knowledge of the Company, there is no other Loan, loan agreement, note or borrowing arrangement which should be included on the Watch List based on the Company’s or the Bank’s ordinary course of business and safe and sound banking principles.

Certain Loans and Related Matters. Except as set forth in Sterling Schedule 3.5, neither North Penn nor as of February 28, 2010, none of Sterling, Sterling Bank or any of the North Penn Subsidiaries Sterling Subsidiary is a party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or or, to the Knowledge of Sterling and Sterling Bank, in default of any other provision as of the date hereofmaterial provision; (ii) loan agreement, note or borrowing arrangement which that has been classified or, in the exercise of reasonable diligence by North Penn Sterling, Sterling Bank, a Sterling Subsidiary or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement that is on nonaccrual status; (iv) loan agreement, note or borrowing arrangement, including any loan guaranty, with (y) any director or executive officer of North PennSterling, any subsidiary Sterling Bank or any five percent (5%) shareholder of North Penn, Sterling Subsidiary or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; foregoing or (ivz) each asset of it or any five percent (5%) shareholder of Sterling or, to the North Penn Subsidiaries thatKnowledge of Sterling and Sterling Bank, as of September 30any person, 2010corporation or enterprise controlling, was classified as “Other Real Estate Owned” and the book value thereof, controlled by or under common control with such shareholder; or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn Sterling, Sterling Bank or any of the North Penn Subsidiaries Sterling Subsidiary including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority, which such violation would be reasonably expected to have a Material Adverse Effect on Sterling. To the Knowledge of Sterling, as of the date of this Agreement, there are no additional items that would be included on Sterling Schedule 3.5 if such Schedule 3.5 was prepared as of the date of this Agreement rather than as of February 28, 2010.

Certain Loans and Related Matters. Except as set forth in ---------------------------------- Schedule 3.5, neither North Penn nor any of the North Penn Subsidiaries Advantage is not a party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn Advantage or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “"substandard,” “" "doubtful,” “" "loss,” “" "other loans especially mentioned,” “" "other assets especially mentioned,” “" "special mention,” “" "credit risk assets,” “" "classified,” “" "criticized,” “" "watch list,” “" "concerned loans” " or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North Penn, any subsidiary Advantage or any five percent (5%) shareholder of North PennAdvantage, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn or any of the North Penn Subsidiaries Advantage including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority, which such violation would be reasonably expected to have a Material Adverse Effect on the Condition of Advantage.

Certain Loans and Related Matters. Except as set forth in Schedule 3.5, neither North Penn SE Corp nor any of the North Penn Subsidiaries its subsidiaries is a party Party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, to the Knowledge of SE Corp, in the exercise of reasonable diligence by North Penn SE Corp or its subsidiaries or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such personsPersons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North Penn, any subsidiary or any five percent (5%) shareholder of North PennSE Corp, or any personPerson, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn SE Corp or any of the North Penn Subsidiaries its subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority., which violation would be reasonably expected to have a Material Adverse Effect on SE Corp.

Certain Loans and Related Matters. Except as set forth in HRB Schedule 3.54.5, neither North Penn HRB nor any of the North Penn HRB Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn HRB or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” ”, “other assets especially mentioned,” ”, “special mention,” ”, “credit risk assets,” ”, “classified,” ”, “criticized,” ”, “watch list,” ”, “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennHRB, any subsidiary Bank of Hampton Roads, Shore Bank or any five percent (5%) shareholder of North Penn, HRB or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn HRB or any of the North Penn HRB Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority.

Certain Loans and Related Matters. Except as set forth in Schedule 3.5, neither North Penn UpState nor any of the North Penn UpState Subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn UpState or any of the North Penn UpState Subsidiaries, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennUpState, any subsidiary UpState Subsidiary or any five percent (5%) shareholder of North PennUpState, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; (iv) each asset of it or any of the North Penn UpState Subsidiaries that, as of September 30December 31, 20102018, was classified as “Other Real Estate Owned” and the book value thereof, or ; (v) loan agreementwhere the interest rate terms have been reduced, note or borrowing arrangement principal reduced and/or the maturity extended due to concerns about the borrower’s ability to repay; (vi) loan where a specific reserve allocation exists in material violation of any law, regulation or rule applicable to North Penn or any of the North Penn Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority.connection therewith; or

Certain Loans and Related Matters. Except as set forth in Disclosure Schedule 3.5, neither North Penn nor any none of the North Penn Subsidiaries CENIT, CENIT Bank or their respective subsidiaries is a party to any written or oral: (i) loan agreement, note or borrowing arrangement arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $50,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or, to the knowledge of CENIT, CENIT Bank or their respective subsidiaries, in default of any other provision as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn CENIT, CENIT Bank or any of the North Penn SubsidiariesRegulatory Authority, should have been classified by any bank examiner (whether regulatory or internal) as “"substandard,” “" "doubtful,” “" "loss,” “" "other loans especially mentioned,” “", "other assets especially mentioned,” “", "special mention,” “", "credit risk assets,” “", "classified,” “", "criticized,” “", "watch list,” “", "concerned loans” " or any comparable classifications by such persons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North PennCENIT, CENIT Bank or any CENIT subsidiary or any five percent (5%) shareholder of North PennCENIT, CENIT Bank or any CENIT subsidiary, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, regulation or rule applicable to North Penn CENIT, CENIT Bank or any of the North Penn Subsidiaries CENIT subsidiary including, but not limited to, those promulgated, interpreted or enforced by any Regulatory AuthorityAuthority and which violation could have a Material Adverse Effect on the Condition of CENIT on a consolidated basis.

Certain Loans and Related Matters. (a) Except as set forth in Company Disclosure Schedule 3.53.5(a), neither North Penn nor any as of the North Penn Subsidiaries date hereof, none of the Company or any Company Subsidiary is a party to any written or oral: (i) loan, loan agreement, note note, or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or or, to the Knowledge of the Company, in default of any other provision as of the date hereofmaterial provision; (ii) loan agreement, note or borrowing arrangement which Loan that has been classified or, in the exercise of reasonable diligence by North Penn or any of the North Penn Subsidiaries, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mention,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loans” or any comparable classifications by such personsPersons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, Loan that is on nonaccrual status; (iv) Loan with (y) any director or executive officer of North Penn, any subsidiary the Company or any five percent (5%) shareholder of North Penn, Company Subsidiary or any person, corporation or enterprise Person controlling, controlled by or under common control with any of the foregoing; foregoing or (ivz) each asset of it or any five percent (5%) shareholder of the North Penn Subsidiaries thatCompany or, as to the Knowledge of September 30the Company, 2010any Person controlling, was classified as “Other Real Estate Owned” and the book value thereof, controlled by or under common control with such shareholder; or (v) loan agreement, note or borrowing arrangement Loan in material violation of any law, regulation or rule applicable to North Penn the Company or any of the North Penn Subsidiaries Company Subsidiary including, but not limited to, those promulgated, interpreted or enforced by any Regulatory Authority, which such violation would be reasonably expected to have a Material Adverse Effect on the Company. (b) Company Disclosure Schedule 3.5(b) sets forth a true, correct and complete list, as of September 30, 2023, of each Loan of the Company or any of its Subsidiaries that is structured as a participation interest in a Loan originated by another Person (each, a “Loan Participation”), including with respect to each such Loan Participation, the originating lender of the related Loan, the outstanding principal balance of the related Loan, the amount of the outstanding principal balance represented by the Loan Participation and the identity of the borrower of the related Loan. (c) Each outstanding Loan of the Company and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes and other credit and security documents, the written underwriting standards of the Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all Laws. (d) None of the agreements pursuant to which the Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) All Loans made by the Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of the Company or its Subsidiaries, were made and continue to be in compliance with Regulation O or are exempt therefrom. (f) Neither the Company nor any of its Subsidiaries is now nor has it ever been since January 1, 2020, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Authorities relating to the origination, sale or servicing of mortgage or consumer Loans.

Certain Loans and Related Matters. (a) Except as set forth in Schedule 3.53.7(a), neither North Penn nor any Bank of the North Penn Subsidiaries York is not a party to any written or oral: (i) loan agreement, note or borrowing arrangement under the terms of which the obligor is sixty thirty (6030) days delinquent in payment of principal or interest or in default of any other provision material provisions as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by North Penn or Bank of York or, to the Knowledge of Bank of York, any Governmental Body with supervisory jurisdiction over Bank of the North Penn SubsidiariesYork, should have been classified (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “special mentionwatch,” “credit risk assets,” “classified,” “criticized,” “watch list,” “concerned loanspass/watch” or any comparable classifications by such personsPersons; (iii) loan agreement, note or borrowing arrangement, including any loan guaranty, with any director or executive officer of North Penn, any subsidiary or any five percent (5%) shareholder Bank of North PennYork, or any personten percent (10%) or more shareholder of Bank of York, corporation or enterprise any Person, controlling, controlled by or under common control with any of the foregoing; (iv) each asset of it or any of the North Penn Subsidiaries that, as of September 30, 2010, was classified as “Other Real Estate Owned” and the book value thereof, or (v) loan agreement, note or borrowing arrangement in material violation of any law, law or regulation or rule applicable to North Penn Bank of York; or (v) loan that is required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards Codification (ASC) Subtopic 310-40. (b) Bank of York has delivered to Investar a true and complete list (the “Problem Asset List”) as of May 31, 2019 of all the substandard, doubtful, loss, nonperforming, problem loans or other assets of Bank of York on the internal watch list of Bank of York that have been classified internally by management of Bank of York, or that have been classified during any external loan review or regulatory examination. Except as set forth in Schedule 3.7(b), there is no other asset, loan agreement, note or borrowing arrangement which should be included on a Problem Asset List in accordance with Bank of the North Penn Subsidiaries including, but not limited to, those promulgated, interpreted or enforced by any Regulatory AuthorityYork’s ordinary course of business and consistent with prudent banking principles.