Common use of Financial Statements; Filings Clause in Contracts

Financial Statements; Filings. (a) Sterling has previously delivered to Roma copies of the audited financial statements of Sterling as of and for the years ended December 31, 2008 and December 31, 2007 and unaudited financial statements for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009, and Sterling shall deliver to Roma, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter or year of Sterling, the additional financial statements of Sterling as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of Sterling”). (b) Sterling Bank has previously delivered to Roma copies of its Consolidated Reports of Condition and Income (“Call Reports”) as of and for each of the years ended December 31, 2009, December 31, 2008 and December 31, 2007, and Sterling Bank shall deliver to Roma, as soon as practicable following the preparation of additional Call Reports for each subsequent calendar quarter or year, its Call Reports as of and for such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of Sterling Bank”). (c) Except as set forth on Sterling Schedule 3.3, each of the Financial Statements of Sterling and each of the Financial Regulatory Reports of Sterling Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Sterling and Sterling Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Except as set forth on Sterling Schedule 3.3, each of the Financial Statements of Sterling and each of the Financial Regulatory Reports of Sterling Bank (including the related notes, where applicable) fairly present or will fairly present the financial position of Sterling or Sterling Bank, as applicable, as of the respective dates thereof and fairly present or will fairly present the results of operations of Sterling or Sterling Bank, as applicable, for the respective periods therein set forth. (d) Sterling has heretofore delivered or made available, or caused to be delivered or made available, to Roma all reports and filings made or required to be made by Sterling or Sterling Bank with the Regulatory Authorities since January 1, 2007, and will from time to time hereafter furnish to Roma, simultaneously with the filing of the same with the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities, including all reports and filings made under the Written Agreement dated as of July 28, 2009 by and among Sterling, Sterling Bank, the Board of Governors of the Federal Reserve System (the “FRB”) and the New Jersey Department of Banking and Insurance (the “NJDOBI”). Except as set forth on Sterling Schedule 3.3, as of the respective dates of such reports and filings, all such reports and filings did not and shall not 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. (e) Since December 31, 2008, none of Sterling, Sterling Bank or any Sterling Subsidiary has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sterling on a consolidated basis except obligations and liabilities that are accrued or reserved against in (i) the Financial Statements of Sterling, or reflected in the notes thereto, as such Financial Statements of Sterling have been amended, restated or superseded by an amendment to a Form 10-Q or 10-K of Sterling prior to the date of this Agreement or (ii) the Financial Regulatory Reports of Sterling Bank, or reflected in the notes thereto, as such Financial Regulatory Reports of Sterling Bank have been amended, restated or superseded by an amended Call Report of Sterling Bank prior to the date of this Agreement. Since December 31, 2008, none of Sterling, Sterling Bank or any Sterling Subsidiary has incurred or paid any obligation or liability that would be material to Sterling and its subsidiaries on a consolidated basis, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Sterling Central Jersey has previously delivered to Roma Kearny copies of the audited consolidated financial statements of Sterling Central Jersey as of and for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and the unaudited consolidated financial statements for the quarters quarter ended March 31, 2009, June 30, 2009 and September 30, 20092010, and Sterling Central Jersey shall deliver to RomaKearny, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of SterlingCentral Jersey, the additional financial statements of Sterling Central Jersey as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of SterlingCentral Jersey”). (b) Sterling Central Jersey Bank has previously delivered to Roma Kearny copies of its the Consolidated Reports of Condition and Income (“Call Reports”) of Central Jersey Bank as of and for each of the years ended December 31, 2009, December 31, 2008 and December 31, 20072007 and for the quarter ended March 31, 2010, and Sterling Central Jersey Bank shall deliver to RomaKearny, as soon as practicable following the preparation of additional Call Reports for each subsequent calendar quarter (or other reporting period) or year, its the Call Reports of Central Jersey Bank as of and for such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of Sterling Central Jersey Bank”). (c) Except as set forth on Sterling Schedule 3.3, each Each of the Financial Statements of Sterling Central Jersey and each of the Financial Regulatory Reports of Sterling Central Jersey Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Central Jersey during the periods involved, except as otherwise noted therein, and the books and records of Sterling Central Jersey and Sterling Central Jersey Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Except as set forth on Sterling Schedule 3.3, each Each of the Financial Statements of Sterling Central Jersey and each of the Financial Regulatory Reports of Sterling Central Jersey Bank (including the related notes, where applicable) fairly present presents or will fairly present the financial position of Sterling Central Jersey or Sterling Central Jersey Bank, as applicable, as of the respective dates thereof and fairly present presents or will fairly present the results of operations of Sterling Central Jersey or Sterling Central Jersey Bank, as applicable, for the respective periods therein set forth. (d) Sterling To the extent not prohibited by law, Central Jersey has heretofore delivered or made available, or caused to be delivered or made available, to Roma Kearny all material reports and filings made or required to be made by Sterling Central Jersey or Sterling Central Jersey Bank with the Regulatory Authorities since January 1, 2007Authorities, and will from time to time hereafter furnish to RomaKearny, simultaneously with the upon filing of or furnishing the same with to the Regulatory Authorities, all such material reports and filings made after the date hereof with the Regulatory Authorities, including all reports and filings made under the Written Agreement dated as of July 28, 2009 by and among Sterling, Sterling Bank, the Board of Governors of the Federal Reserve System (the “FRB”) and the New Jersey Department of Banking and Insurance (the “NJDOBI”). Except as set forth on Sterling Schedule 3.3, as As of the respective dates of such reports and filings, all such reports and filings did not and shall not 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. (e) Since Except as set forth in Schedule 3.3(e), since December 31, 20082009, none neither Central Jersey nor any of Sterling, Sterling Bank or any Sterling Subsidiary its subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sterling on a consolidated basis Central Jersey except obligations and liabilities that which are accrued or reserved against in (i) the Financial Statements of Sterling, Central Jersey or reflected in the notes thereto, as such Financial Statements of Sterling have been amended, restated or superseded by an amendment to a Form 10-Q or 10-K of Sterling prior to the date of this Agreement or (ii) the Financial Regulatory Reports of Sterling Central Jersey Bank, or reflected in the notes thereto, as such Financial Regulatory Reports of Sterling Bank have been amended, restated or superseded by an amended Call Report of Sterling Bank prior to the date of this Agreement. Since December 31, 20082009, none neither Central Jersey nor any of Sterling, Sterling Bank or any Sterling Subsidiary its subsidiaries has incurred or paid any obligation or liability that which would be material to Sterling and its subsidiaries on a consolidated basisCentral Jersey, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Sterling FloridaFirst has previously delivered to Roma SouthTrust copies of the audited financial statements of Sterling FloridaFirst as of and for the years ended December 31, 2008 and December 31, 2007 and unaudited financial statements for the quarters ended March 31, 2009, June September 30, 2009 2003, September 30, 2002 and September 30, 20092001, and Sterling FloridaFirst shall deliver to RomaSouthTrust, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of SterlingFloridaFirst, the additional consolidated financial statements of Sterling FloridaFirst as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “"Financial Statements of Sterling”FloridaFirst"). (b) Sterling Bank FloridaFirst has previously delivered to Roma SouthTrust copies of its Consolidated the Thrift Financial Reports of Condition and Income (“Call Reports”) FF-Bank as of and for each of the calendar quarters in the years ended December 31September 30, 20092003, December 31September 30, 2008 2002 and December 31September 30, 20072001, and Sterling FF-Bank and FloridaFirst shall deliver to RomaSouthTrust, as soon as practicable following the preparation of additional Call Thrift Financial Reports for each subsequent calendar quarter (or yearother reporting period), its Call the Thrift Financial Reports of FF-Bank as of and for such subsequent calendar quarter (or other reporting period) or year (such Call Thrift Financial Reports, unless otherwise indicated, being hereinafter referred to collectively as the “"Financial Regulatory Reports of Sterling FF-Bank”"). (c) Except as set forth on Sterling Schedule 3.3, each Each of the Financial Statements of Sterling FloridaFirst and each of the Financial Regulatory Reports of Sterling FF-Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP generally accepted accounting principles or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Sterling FloridaFirst and Sterling FF-Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Except as set forth on Sterling Schedule 3.3, each Each of the Financial Statements of Sterling FloridaFirst and each of the Financial Regulatory Reports of Sterling FF-Bank (including the related notes, where applicable) fairly present or will fairly present the financial position of Sterling or Sterling BankFloridaFirst on a consolidated basis, as applicable, and the financial position of FF-Bank (as the case may be) as of the respective dates thereof and fairly present or will fairly present the results of operations of Sterling or Sterling BankFloridaFirst on a consolidated basis, as applicable, and the results of operations of FF-Bank (as the case may be) for the respective periods therein set forth. (d) Sterling To the extent not prohibited by law, FloridaFirst has heretofore delivered or made available, or caused to be delivered or made available, to Roma SouthTrust all reports and filings made or required to be made by Sterling FloridaFirst, FF-Bank or Sterling Bank any of their respective subsidiaries with the Regulatory Authorities since January 1, 2007Authorities, and will from time to time hereafter furnish, or cause FF-Bank to furnish to RomaSouthTrust, simultaneously with the upon filing of or furnishing the same with to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities, including all reports and filings made under the Written Agreement dated as of July 28, 2009 by and among Sterling, Sterling Bank, the Board of Governors of the Federal Reserve System (the “FRB”) and the New Jersey Department of Banking and Insurance (the “NJDOBI”). Except as set forth on Sterling Schedule 3.3, as As of the respective dates of such reports and filings, all such reports and filings did not and shall not 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. (e) Since December 31Except as set forth in Schedule 3.3(e), 2008since September 30, 2003, none of SterlingFloridaFirst, Sterling FF-Bank or any Sterling Subsidiary of their respective subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sterling the Condition of FloridaFirst on a consolidated basis basis, except obligations and liabilities that (i) which are accrued or reserved against in (i) the Financial Statements of Sterling, FloridaFirst or reflected in the notes thereto, as such Financial Statements of Sterling have been amended, restated or superseded by an amendment to a Form 10-Q or 10-K of Sterling prior to the date of this Agreement or (ii) the Financial Regulatory Reports of Sterling FF-Bank, or reflected in the notes thereto, as such Financial Regulatory Reports or (ii) which were incurred after September 30, 2003, in the ordinary course of Sterling Bank have been amended, restated or superseded by an amended Call Report of Sterling Bank prior to the date of this Agreementbusiness consistent with past practices. Since December 31September 30, 20082003, none of Sterling, Sterling neither FloridaFirst nor FF-Bank or any Sterling Subsidiary has incurred or paid any obligation or liability that which would be material to Sterling and its subsidiaries the Condition of FloridaFirst on a consolidated basis, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Sterling CENIT has previously delivered to Roma SouthTrust copies of the audited financial statements of Sterling CENIT, CENIT Bank and their respective subsidiaries (prepared on a consolidated basis) as of and for the years ended December 31, 2008 1998, December 31, 1999, and December 31, 2007 and unaudited 2000. CENIT shall deliver to SouthTrust additional consolidated financial statements for the quarters period ended March 31, 2009, June 30, 2009 and September 30, 20092001, and Sterling as of and for each subsequent calendar quarter or year of CENIT contemporaneously with the filing of such additional financial statements with the applicable Regulatory Authorities. The previously delivered financial statements and the additional consolidated financial statements of CENIT as of and for such subsequent calendar quarter or year are hereinafter referred to collectively as the "Financial Statements of CENIT"). (b) CENIT Bank has previously delivered to SouthTrust copies of the Thrift Financial Reports of CENIT Bank as of and for the fiscal year ended immediately prior to this Agreement and the Thrift Financial Reports of CENIT Bank as of and for the periods after the end of the most recent fiscal year and prior to the date of this Agreement, and CENIT Bank shall deliver to RomaSouthTrust, as soon as practicable following the preparation of additional financial statements Thrift Financial Reports for each subsequent calendar fiscal quarter or year of SterlingCENIT Bank, the additional financial statements Thrift Financial Reports of Sterling CENIT Bank as of and for such each subsequent calendar fiscal quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Thrift Financial Statements of Sterling”). (b) Sterling Bank has previously delivered to Roma copies of its Consolidated Reports of Condition and Income (“Call Reports”) as of and for each of the years ended December 31, 2009, December 31, 2008 and December 31, 2007, and Sterling Bank shall deliver to Roma, as soon as practicable following the preparation of additional Call Reports for each subsequent calendar quarter or year, its Call Reports as of and for such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “"Thrift Financial Regulatory Reports of Sterling CENIT Bank”"). (c) Except as set forth on Sterling Schedule 3.3, each Each of the Financial Statements of Sterling CENIT and each of the Thrift Financial Regulatory Reports of Sterling CENIT Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP generally accepted accounting principles or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Sterling CENIT and Sterling CENIT Bank have been, been and are being, and will be being maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Except as set forth on Sterling Schedule 3.3, each Each of the Financial Statements of Sterling CENIT, and each of the Thrift Financial Regulatory Reports of Sterling CENIT Bank (including the related notes, where applicable) fairly present or will fairly present the financial position of Sterling or Sterling BankCENIT on a consolidated basis, as applicable, and the financial position of CENIT Bank (as the case may be) as of the respective dates thereof and fairly present or will fairly present the results of operations of Sterling or Sterling BankCENIT on a consolidated basis, as applicable, and the results of operations of CENIT Bank (as the case may be) for the respective periods therein set forth, subject to normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements. (d) Sterling To the extent not prohibited by law, CENIT has heretofore delivered or made available, or caused to be delivered or made available, to Roma SouthTrust all reports and filings made or required to be made by Sterling CENIT, CENIT Bank or Sterling Bank any of their respective subsidiaries with the Regulatory Authorities since January 1, 2007Authorities, and will from time to time hereafter furnish, or cause CENIT Bank to furnish to RomaSouthTrust, simultaneously with the promptly after filing of or furnishing the same with to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities, including all reports and filings made under the Written Agreement dated as of July 28, 2009 by and among Sterling, Sterling Bank, the Board of Governors of the Federal Reserve System (the “FRB”) and the New Jersey Department of Banking and Insurance (the “NJDOBI”). Except as set forth on Sterling Schedule 3.3, as As of the respective dates of such reports and filings, all such reports and filings did not and shall not 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. (e) Since Except as set forth in Disclosure Schedule 3.3(e), since December 31, 20082000, none of SterlingCENIT, Sterling CENIT Bank or any Sterling Subsidiary of their respective subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sterling the Condition of CENIT on a consolidated basis basis, except obligations and liabilities that (i) which are accrued or reserved against in (i) the Financial Statements of Sterling, CENIT or reflected in the notes thereto, as such Thrift Financial Statements of Sterling have been amended, restated or superseded by an amendment to a Form 10-Q or 10-K of Sterling prior to the date of this Agreement or (ii) the Financial Regulatory Reports of Sterling CENIT Bank, or reflected in the notes thereto, or (ii) which were incurred after March 31, 2001, in the ordinary course of business consistent with past practices. Since March 31, 2001, except as such Financial Regulatory Reports of Sterling set forth in Disclosure Schedule 3.3(e), neither CENIT nor CENIT Bank have been amended, restated or superseded by an amended Call Report of Sterling Bank prior to the date of this Agreement. Since December 31, 2008, none of Sterling, Sterling Bank or any Sterling Subsidiary has incurred or paid any obligation or liability that which would be material to Sterling and its subsidiaries the Condition of CENIT on a consolidated basis, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Sterling has previously delivered to Roma copies of the audited The financial statements of Sterling Albemarle First as of and for the years ended December 31, 2008 2002, December 31, 2003, and December 31, 2007 and unaudited financial statements for the quarters ended March 31, 2009, June 30, 2009 and September 30, 20092004, and Sterling shall deliver to Roma, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter or year of Sterling, the additional financial statements of Sterling as of and for such subsequent calendar quarter (or other reporting period) or year of Albemarle First (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of SterlingAlbemarle First”). (b) Sterling Bank has previously delivered to Roma copies of its Consolidated and the Call Reports of Condition and Income (“Call Reports”) Albemarle First as of and for each of the three (3) fiscal years ended December 31, 2009, December 31, 2008 immediately prior to this Agreement and December 31, 2007, and Sterling Bank shall deliver to Roma, as soon as practicable following for the preparation periods after the end of additional the most recent fiscal year (the “Call Reports for each subsequent calendar quarter or year, its Call Reports as of and for such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of Sterling BankAlbemarle First”). (c) Except as set forth on Sterling Schedule 3.3, each of the Financial Statements of Sterling and each of the Financial Regulatory Reports of Sterling Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP generally accepted accounting principles or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Sterling and Sterling Bank Albemarle First have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Except as set forth on Sterling Schedule 3.3, each Each of the Financial Statements of Sterling Albemarle First and each of the Financial Regulatory Call Reports of Sterling Bank Albemarle First (including the related notes, where applicable) fairly present or will fairly present the financial position of Sterling or Sterling BankAlbemarle First, as applicable, as of the respective dates thereof and fairly present or will fairly present the results of operations of Sterling or Sterling BankAlbemarle First, as applicable, for the respective periods therein set forth, subject to normal year end audit adjustments in amounts consistent with past experience in the case of unaudited statements. (db) Sterling Albemarle First has heretofore delivered or made available, or caused available to be delivered or made available, to Roma Premier all reports and filings made or required to be made by Sterling or Sterling Bank Albemarle First with the Regulatory Authorities since January 1, 2007Authorities, and will from time to time hereafter furnish to Romafurnish, simultaneously with the upon filing of or furnishing the same with to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities, including all reports and filings made under the Written Agreement dated as of July 28, 2009 by and among Sterling, Sterling Bank, the Board of Governors of the Federal Reserve System (the “FRB”) and the New Jersey Department of Banking and Insurance (the “NJDOBI”). Except as set forth on Sterling Schedule 3.3, as As of the respective dates of such reports and filings, all such reports and filings did not and shall not 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. (ec) Since December 31Except as set forth in Disclosure Schedule 3.3(c), 2008since September 30, none of Sterling2005, Sterling Bank or any Sterling Subsidiary Albemarle First has not incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have), individually or in the aggregate, a Material Adverse Effect on Sterling on a consolidated basis except obligations and liabilities that (i) which are accrued or reserved against in (i) the Financial Statements of SterlingAlbemarle First or the Call Reports of Albemarle First, or reflected in the notes thereto, as such Financial Statements of Sterling have been amended, restated or superseded by an amendment to a Form 10-Q or 10-K of Sterling prior to the date of this Agreement or (ii) the Financial Regulatory Reports of Sterling Bankwhich were incurred after September 30, or reflected 2005, in the notes thereto, as such Financial Regulatory Reports ordinary course of Sterling Bank have been amended, restated or superseded by an amended Call Report of Sterling Bank prior to the date of this Agreementbusiness consistent with past practices. Since December 31September 30, 20082005, none of Sterling, Sterling Bank or any Sterling Subsidiary Albemarle First has not incurred or paid any obligation or liability that which would be material to Sterling and its subsidiaries on a consolidated basisthe Condition of Albemarle First, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Sterling The Bank has previously delivered to Roma SouthTrust copies of the audited financial statements of Sterling the Bank as of and for each of the three (3) fiscal years of the Bank ended December 31, 2008 immediately prior to the date of this Agreement and December 31, 2007 and unaudited the financial statements of the Bank as of and for each of the quarters fiscal periods of the Bank ended March 31, 2009, June 30, 2009 after the close of the most recently completed fiscal year of the Bank and September 30, 2009prior to the date of this Agreement, and Sterling the Bank shall deliver to RomaSouthTrust, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter fiscal period or year of Sterlingthe Bank, the additional financial statements of Sterling the Bank as of and for such subsequent calendar quarter (or other reporting period) fiscal period or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “"Financial Statements of Sterling”the Bank"). (b) Sterling The Bank has previously delivered to Roma SouthTrust copies of its Consolidated the Call Reports of Condition and Income (“Call Reports”) the Bank as of and for each of the three (3) fiscal years of the Bank ended December 31, 2009, December 31, 2008 immediately prior to the date of this Agreement and December 31, 2007the Call Reports of the Bank as of and for each of the fiscal periods of the Bank ended after the close of the most recently completed fiscal year of the Bank and prior to the date of this Agreement, and Sterling the Bank shall deliver to RomaSouthTrust, as soon as practicable following the preparation of additional Call Reports for each subsequent calendar quarter fiscal period or yearyear of the Bank, its the Call Reports of the Bank as of and for each such subsequent calendar quarter (or other reporting period) period or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory "Call Reports of Sterling the Bank”"). (c) Except as set forth on Sterling Schedule 3.3, each Each of the Financial Statements of Sterling the Bank, and each of the Financial Regulatory Call Reports of Sterling the Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP generally accepted accounting principles or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Sterling and Sterling the Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Except as set forth on Sterling Schedule 3.3, each Each of the Financial Statements of Sterling the Bank and each of the Financial Regulatory Call Reports of Sterling the Bank (including the related notes, where applicable) fairly present or will fairly present the financial position of Sterling or Sterling Bank, as applicable, the Bank as of the respective dates thereof and fairly present or will fairly present the results of operations of Sterling or Sterling Bank, as applicable, the Bank for the respective periods therein set forth. (d) Sterling To the extent not prohibited by law, the Bank has heretofore delivered or made available, or caused to be delivered or made available, to Roma SouthTrust all reports and filings made or required to be made by Sterling or Sterling the Bank with the Regulatory Authorities since January 1, 2007Authorities, and will from time to time hereafter furnish to RomaSouthTrust, simultaneously with the upon filing of or furnishing the same with to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities, including all reports and filings made under the Written Agreement dated as of July 28, 2009 by and among Sterling, Sterling Bank, the Board of Governors of the Federal Reserve System (the “FRB”) and the New Jersey Department of Banking and Insurance (the “NJDOBI”). Except as set forth on Sterling Schedule 3.3, as of At the respective dates of such reports and filings, all such reports and filings did not and shall not 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. (e) Since December 31, 20081997, none of Sterling, Sterling the Bank or any Sterling Subsidiary has not incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sterling on a consolidated basis the Bank, except obligations and liabilities that (i) which are accrued or reserved against in (i) the Financial Statements of Sterling, the Bank as of and for the aforementioned date or reflected in the notes thereto, as such Financial Statements of Sterling have been amended, restated or superseded by an amendment to a Form 10-Q or 10-K of Sterling prior to the date of this Agreement or (ii) the Financial Regulatory Reports of Sterling Bank, or reflected which were incurred after such date in the notes theretoordinary course of business, as such Financial Regulatory Reports of Sterling Bank have been amended, restated or superseded by an amended Call Report of Sterling Bank prior to the date of this Agreementconsistent with past practices. Since December 31, 20081997, none of Sterling, Sterling the Bank or any Sterling Subsidiary has not incurred or paid any obligation or liability that which would be material to Sterling and its subsidiaries have a Material Adverse Effect on a consolidated basisthe Bank, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Sterling Monticello has previously delivered to Roma CapitalSouth copies of the audited financial statements of Sterling Monticello as of and for the years ended December 31, 2008 2006, December 31, 2005 and December 31, 2007 and unaudited financial statements for the quarters ended March 31, 2009, June 30, 2009 and September 30, 20092004, and Sterling Monticello shall deliver to RomaCapitalSouth, as soon as practicable following the preparation of additional financial statements (i) for each subsequent calendar quarter (or other reporting period) or year of Sterling, Monticello and (ii) the additional consolidated financial statements of Sterling Monticello as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of SterlingMonticello”). (b) Sterling Monticello Bank has previously delivered to Roma CapitalSouth copies of its Consolidated Reports the financial statements of Condition and Income (“Call Reports”) Monticello Bank as of and for each of the years ended December 31, 20092006, December 31, 2008 2005 and December 31, 20072004, and Sterling Monticello Bank shall deliver to RomaCapitalSouth, as soon as practicable following the preparation of additional Call Reports financial statements (i) for each subsequent calendar quarter (or year, its Call Reports other reporting period) or year of Monticello Bank and (ii) the financial statements of Monticello Bank as of and for such subsequent calendar quarter (or other reporting period) or year (such Call Reportsfinancial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of Monticello Bank”). (c) Monticello has previously delivered to CapitalSouth copies of the thrift financial reports of Monticello Bank as of and for each of the calendar quarters for 2006 (except December 31), 2005 and 2004 ended and Monticello Bank and Monticello shall deliver to CapitalSouth, as soon as practicable following the preparation of additional thrift financial reports for each subsequent calendar quarter (or other reporting period) or year, the thrift financial reports of Monticello Bank as of and for such subsequent calendar quarter (or other reporting period) or year (such thrift financial reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of Sterling Monticello Bank”). (cd) Except as set forth on Sterling Schedule 3.3Each of the Financial Statements of Monticello, each of the Financial Statements of Sterling Monticello Bank, and each of the Financial Regulatory Reports of Sterling Monticello Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Sterling Monticello and Sterling Monticello Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Except as set forth on Sterling Schedule 3.3Each of the Financial Statements of Monticello, each of the Financial Statements of Sterling Monticello Bank, and each of the Financial Regulatory Reports of Sterling Monticello Bank (including the related notes, where applicable) fairly present or will fairly present the financial position of Sterling or Sterling BankMonticello on a consolidated basis, as applicable, and the financial position of Monticello Bank (as the case may be) as of the respective dates thereof and fairly present or will fairly present the results of operations of Sterling or Sterling BankMonticello on a consolidated basis, as applicable, and the results of operations of Monticello Bank (as the case may be) for the respective periods therein set forth. (de) Sterling To the extent not prohibited by law, Monticello has heretofore delivered or made available, or caused to be delivered or made available, to Roma CapitalSouth all reports and filings made or required to be made by Sterling Monticello, Monticello Bank or Sterling Bank any of their respective subsidiaries with the Regulatory Authorities since January 1, 2007Authorities, and will from time to time hereafter furnish, or cause Monticello Bank to furnish to RomaCapitalSouth, simultaneously with the upon filing of or furnishing the same with to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities, including all reports and filings made under the Written Agreement dated as of July 28, 2009 by and among Sterling, Sterling Bank, the Board of Governors of the Federal Reserve System (the “FRB”) and the New Jersey Department of Banking and Insurance (the “NJDOBI”). Except as set forth on Sterling Schedule 3.3, as As of the respective dates of such reports and filings, all such reports and filings did not and shall not 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. (ef) Since December 31, 20082006, none of SterlingMonticello, Sterling Monticello Bank or any Sterling Subsidiary of their respective subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sterling the Condition of Monticello on a consolidated basis basis, except obligations and liabilities that (i) which are accrued or reserved against in (i) the Financial Statements of SterlingMonticello, or reflected in the notes thereto, as such Financial Statements of Sterling have been amended, restated Monticello Bank or superseded by an amendment to a Form 10-Q or 10-K of Sterling prior to the date of this Agreement or (ii) the Financial Regulatory Reports of Sterling Monticello Bank, or reflected in the notes thereto, as such Financial Regulatory Reports or (ii) which were incurred after December 31, 2006, in the ordinary course of Sterling Bank have been amended, restated or superseded by an amended Call Report of Sterling Bank prior to the date of this Agreementbusiness consistent with past practices. Since December 31, 20082006, none of Sterling, Sterling neither Monticello nor Monticello Bank or any Sterling Subsidiary has incurred or paid any obligation or liability that which would be material to Sterling and its subsidiaries the Condition of Monticello on a consolidated basis, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Sterling The Company has previously delivered or made available to Roma copies Parent a true, correct and complete copy of the audited financial statements consolidated balance sheets of Sterling the Company and its Subsidiaries as of and for the years ended December 31, 2008 2022, December 31, 2021, and December 31, 2007 2020, and the related audited consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for each of the years then ended, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors, and the unaudited financial statements for consolidated balance sheet of the quarters ended March 31, 2009, June 30, 2009 Company and its Subsidiaries as of September 30, 20092023, and Sterling the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Company and its Subsidiaries for the nine months ended September 30, 2023 together with all related notes and schedules thereto, and the Company shall deliver to RomaParent, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter or year of Sterlingthe Company, the additional financial statements of Sterling the Company as of and for such subsequent calendar quarter (or other reporting period) or year (all such financial statementsstatements referred to in this paragraph (a), unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of Sterlingthe Company”). (b) Sterling Bank The Company has previously delivered or made available to Roma Parent copies of its the Company Bank’s Consolidated Reports of Condition and Income (“Call Reports”) as of and for September 30, 2023, June 30, 2023, Mach 31, 2023 and each of the quarters in the years ended December 31, 2009, December 31, 2008 2022 and December 31, 20072021, and Sterling Bank the Company shall deliver to RomaParent, as soon as practicable following the preparation of additional Call Reports for each subsequent calendar quarter or year, its the Company Bank’s Call Reports as of and for such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of Sterling BankReports”). (c) Except as set forth on Sterling Company Disclosure Schedule 3.33.3(b), each of the Financial Statements of Sterling and each of the Financial Regulatory Reports of Sterling Bank (including the related notes, where applicable) (i) were prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, and (ii) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Sterling and Sterling Bank the Company have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Except as set forth on Sterling Company Disclosure Schedule 3.3, and giving effect to the Scheduled Transaction, each of the Financial Statements of Sterling and each of the Financial Regulatory Reports of Sterling Bank (including the related notes, where applicable) fairly present or will fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Sterling or Sterling Bankthe Company and its Subsidiaries in the case of the Financial Statements, as applicableand of the Company Bank and its Subsidiaries in the case of the Financial Regulatory Reports, for the respective fiscal periods and as of the respective dates thereof and fairly present or will fairly present the results of operations of Sterling or Sterling Bank, as applicable, for the respective periods therein set forthforth (subject in the case of the unaudited financial statements to year-end audit adjustments normal in nature and amount). RSM US LLP, the Company’s independent auditor, has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (d) Sterling The Company has heretofore delivered or made available, or caused to be delivered or made available, to Roma Parent all reports and filings made or required to be made by Sterling the Company or Sterling the Company Bank with the Regulatory Authorities since January 1, 20072020, and will from time to time hereafter furnish to RomaParent, simultaneously with the filing of the same with the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities, including all reports and filings made under except in each case to the Written Agreement dated as of July 28, 2009 extent the Company is prohibited from providing such information to Parent by and among Sterling, Sterling Bank, the Board of Governors law or regulation of the Federal Reserve System (the “FRB”) and the New Jersey Department of Banking and Insurance (the “NJDOBI”)applicable Regulatory Authority. Except as set forth on Sterling Company Disclosure Schedule 3.33.3(d), as of the respective dates of such reports and filings, all such reports and filings did not and shall not 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. The Company and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2020 with any Governmental Entity, and have paid in full all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Except as set forth in Company Disclosure Schedule 3.3(d), (i) other than normal examinations and inspections in the ordinary course, no Governmental Entity has initiated or has pending any proceeding or, to the knowledge of the Company, investigation into the business or operations of the Company or any of its Subsidiaries since January 1, 2020, except where such proceedings or investigation would not reasonably be expected to be, either individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (ii) there is no unresolved violation, criticism or exception by any Governmental Entity of the Company or any of its Subsidiaries that would reasonably be expected to be, either individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and (iii) there has been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries since January 1, 2020, in each case, which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (e) Since December 31, 20082022, none of Sterling, Sterling Bank the Company or any Sterling Company Subsidiary has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sterling the Company on a consolidated basis except obligations and liabilities that are accrued or reserved against in (i) the Financial Statements of Sterlingthe Company, or reflected in the notes thereto, as such Financial Statements of Sterling have been amended, restated or superseded by an amendment to a Form 10-Q or 10-K of Sterling prior to the date of this Agreement or (ii) the Financial Regulatory Reports of Sterling Bank, or reflected in the notes thereto, as such Financial Regulatory Reports of Sterling Bank have been amended, restated or superseded by an amended Call Report of Sterling Bank prior to the date of this Agreement. Since December 31, 20082022, none of Sterling, Sterling Bank the Company or any Sterling Company Subsidiary has incurred or paid any obligation or liability that would be material to Sterling the Company and its subsidiaries Subsidiaries on a consolidated basis, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Sterling Seller has previously delivered to Roma Buyer copies of the audited consolidated financial statements of Sterling Seller as of and for the years ended September 30, 2012 and September 30, 2011, including the accompanying notes and report thereon of Xxxxxxxxxx & Xxxxxxx, dated December 3119, 2008 2012, as included in Seller’s Annual Report on Form 10-K for the year ended September 30, 2012 and December 31, 2007 and the unaudited consolidated financial statements for the quarters nine months ended March 31, 2009, June 30, 2009 and September 2012 as included in Seller’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 20092012, and Sterling Seller shall deliver to RomaBuyer, as soon as reasonably practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of SterlingSeller, the additional financial statements of Sterling Seller as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of SterlingSeller”). (b) Sterling Seller Bank has previously delivered to Roma Buyer copies of its the Consolidated Reports of Condition and Income (“Call Reports”) and, as applicable, the Thrift Financial Reports (“TFRs”) of Seller Bank as of and for each of the years ended December 31September 30, 20092012, December 31September 30, 2008 2011 and December 31September 30, 20072010 and for the period ended June 30, 2012, and Sterling Seller Bank shall deliver to RomaBuyer, as soon as reasonably practicable following the preparation of additional Call Reports for each subsequent calendar quarter (or other reporting period) or year, its the Call Reports of Seller Bank as of and for such subsequent calendar quarter (or other reporting period) or year (such Call ReportsReports and TFRs, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of Sterling Seller Bank”). (c) Except as set forth on Sterling Schedule 3.3, each Each of the Financial Statements of Sterling Seller and each of the Financial Regulatory Reports of Sterling Seller Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Seller and Seller Bank during the periods involved, except as otherwise noted therein, and the books and records of Sterling Seller and Sterling Seller Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Except as set forth on Sterling Schedule 3.3, each Each of the Financial Statements of Sterling Seller and each of the Financial Regulatory Reports of Sterling Seller Bank (including the related notes, where applicable) fairly present presents or will fairly present the financial position of Sterling Seller or Sterling Seller Bank, as applicable, as of the respective dates thereof and fairly present presents or will fairly present the results of operations of Sterling Seller or Sterling Seller Bank, as applicable, for the respective periods therein set forth. (d) Sterling To the extent permitted by law, Seller has heretofore delivered or made available, or caused to be delivered or made available, to Roma Buyer all reports and filings made or required to be made by Sterling Seller or Sterling Seller Bank with the Regulatory Authorities since January 1, 2007Authorities, and will from time to time hereafter furnish to RomaBuyer, simultaneously with the upon filing of or furnishing the same with to the Regulatory Authorities, all such material reports and filings made after the date hereof with the Regulatory Authorities. Each such report (including the financial statements, including exhibits and schedules thereto) complied in all reports material respects with the applicable statutes, rules, regulations and filings made under orders enforced by the Written Agreement dated as of July 28, 2009 by and among Sterling, Sterling Bank, the Board of Governors of the Federal Reserve System (the “FRB”) and the New Jersey Department of Banking and Insurance (the “NJDOBI”). Except as set forth on Sterling Schedule 3.3, as of the respective dates of such reports and filings, all such reports and filings did not and shall not 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 Regulatory Authority with which they were made, not misleadingfiled. (e) Since December 31September 30, 20082011, none neither Seller nor any of Sterling, Sterling Bank or any Sterling Subsidiary the Seller Subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sterling on a consolidated basis Seller except obligations and liabilities that which are accrued or reserved against in (i) the Financial Statements of Sterling, Seller or reflected in the notes thereto, as such Financial Statements of Sterling have been amended, restated or superseded by an amendment to a Form 10-Q or 10-K of Sterling prior to the date of this Agreement or (ii) the Financial Regulatory Reports of Sterling Seller Bank, or reflected in the notes thereto. Except as disclosed on Schedule 3.3(e) hereof, as such Financial Regulatory Reports since September 30, 2011, neither Seller nor any of Sterling Bank have been amended, restated or superseded by an amended Call Report of Sterling Bank prior to the date of this Agreement. Since December 31, 2008, none of Sterling, Sterling Bank or any Sterling Subsidiary Seller Subsidiaries has incurred or paid any obligation or liability that which would be material to Sterling and its subsidiaries on a consolidated basisSeller or Seller Bank, except as may have been incurred or paid in the ordinary course of business, consistent with past practicespractices or as disclosed in the Financial Statements of Seller or the Financial Regulatory Reports of Seller Bank.