Common use of Loan Portfolio Clause in Contracts

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that as of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) by category of loan (i.e., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (z) each asset of the Company and its Subsidiaries that as of March 31, 2014 was classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (ai) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as As of the date hereof, neither the Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of which the Company or any Subsidiary of its Subsidiariesthe Company is a creditor which as of June 30, 2023, had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of June 30, 2023, over ninety (90) days or more delinquent in payment of principal or interest. Section 3.17(a)(ii2.2(o)(i) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list of (xA) all of the Loans of the Company or and its Subsidiaries that that, as of March 31June 30, 2014 were (A) in default or contractually past due ninety (90) days 2023, had $1,000,000 or more with respect to the payment or principal or interest or on non-accrual status or (B) of recorded investment and were classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof Loan, and the identity of the borrower thereunder, (y) by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and or any of its Subsidiaries that that, as of March 31June 30, 2014 was 2023, is classified as “Other Real Estate Owned” and the book value thereof. (bii) Except as has not hadwould not, and would not reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyEffect, each Loan of the Company and any of the its Subsidiaries (iA) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (iiB) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfectedLiens, as applicable, and (iiiC) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (ciii) Except as set forth in Section 3.17(c) of the Company Disclosure Letterwould not, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyEffect, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (fiv) The aggregate book value There are no outstanding 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 Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(fFederal Reserve) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with the Company’s (Regulation O or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsthat are exempt therefrom. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.26(a) of the Company TCG Disclosure Letter, as of the date hereofSchedule, neither the Company TCG nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “"Loans”") in which TCG or any Subsidiary of TCG is a creditor which as of June 30, 2013, had an outstanding balance of $300,000 or more and under the terms of which the obligor was, as of June 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal 5% or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company TCG or any of its Subsidiaries, or to the knowledge of TCG, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.26(a) of the Company TCG Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or TCG and its Subsidiaries that that, as of March 31June 30, 2014 2013, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner TCG as “"Other Loans Specially Mentioned,” “" "Special Mention,” “" "Substandard,” “" "Doubtful,” “" or "Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof thereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and TCG or any of its Subsidiaries that that, as of March 31June 30, 2014 2013, was classified as “"Other Real Estate Owned” " and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyTCG, each Loan of the Company TCG and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of TCG and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyTCG, the Company has complied with, each outstanding Loan of TCG and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of TCG 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) Except as set forth in Section 3.26(d) of the TCG Disclosure Schedule, none of the agreements entered into since December 31, 2008, pursuant to which TCG 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) There are no outstanding Loans made by TCG 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 TCG or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy Neither TCG nor any of its allowance for Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as of the date hereof, neither the Company Neither NewBridge nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which NewBridge or any Subsidiary of NewBridge is a creditor which as of September 30, 2015, had an outstanding balance of $250,000 or more and under the terms of which the obligor was, as of September 30, 2015, over 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal stockholder (as such terms are defined in Regulation O 5% or greater shareholder of the Federal Reserve (12 C.F.R. Part 215)) of the Company NewBridge or any of its Subsidiaries, or to the knowledge of NewBridge, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.26(a) of the Company NewBridge Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or NewBridge and its Subsidiaries that that, as of March 31September 30, 2014 2015, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner NewBridge as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and NewBridge or any of its Subsidiaries that that, as of March 31September 30, 2014 was 2015, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyNewBridge, each Loan of the Company NewBridge and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of NewBridge and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcythe Enforceability Exceptions. Notwithstanding the foregoing, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to no representation or affecting creditors’ rights and to general equity principles and (iv) warranty is made as to the extent secured or purported to be secured, the sufficiency of collateral securing each Loan or the collectability of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Loans. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyNewBridge, the Company has complied with, each outstanding Loan of NewBridge and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of NewBridge 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) None of the agreements pursuant to which NewBridge 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) There are no outstanding Loans made by NewBridge 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 NewBridge or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy Neither NewBridge nor any of its allowance for Subsidiaries is now nor has it ever been since December 31, 2012, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (ai) Except as set forth in Section 3.17(a)(i4.1(v)(i) of the Company WIBC Disclosure Letter, as of the date hereofSchedule, neither the Company WIBC nor any of its Subsidiaries is a party to any written or oral loan(A) Loans under the terms of which the obligor was, loan agreementas of September 30, note 2015, over 90 days or borrowing arrangement more delinquent in payment of principal or interest or, to the knowledge of WIBC, in default of any other provision, or (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsB) (collectively, “Loans”) Loans with any director, executive officer or principal 5% or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company WIBC or any of its Subsidiaries, or to the knowledge of WIBC, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii4.1(v)(i) of the Company WIBC Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or WIBC and its Subsidiaries that that, as of March 31September 30, 2014 2015, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner WIBC as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (yB) by category of loan Loan (i.e., commercialcommercial real estate, commercial and industrial, consumer, etc.other), all of the other Loans of the Company WIBC and its Subsidiaries that that, as of the date hereof September 30, 2015, were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31category, 2014 and (zC) each asset of the Company and WIBC or any of its Subsidiaries that that, as of March 31September 30, 2014 2015, was classified as “Other Real Estate Owned” (“OREO”) and the book value thereof; it being understood and agreed that the Loans referenced in clauses (A) and (B) of this sentence include any Loans so classified by WIBC or by any Governmental Entity. WIBC shall provide to BBCN, on a monthly basis, a schedule of Loans of WIBC and its Subsidiaries that become classified in the manner described in the previous sentence, or any Loan of WIBC and its Subsidiaries the classification of which is changed to a lower classification or to OREO after the date of this Agreement. (bii) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each Loan of the Company WIBC and any of the its Subsidiaries (iA) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (iiB) to the extent carried on the books and records of WIBC and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restriction, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iiiC) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyancetransfer, moratoriumreorganization, reorganization moratorium and other Laws similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and equitable principles, provided, that any exceptions to clauses (ivA)-(C) to the extent secured or purported to be securedwould not, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with LawsWIBC. (eiii) Each outstanding Loan of WIBC and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of WIBC 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 applicable requirements of federalApplicable Legal Requirements, state and local Lawsany exceptions to which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on WIBC. (fiv) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets Except as of the date hereof is set forth in Section 3.17(f4.1(v)(iv) of the Company WIBC Disclosure LetterSchedule, none of the agreements pursuant to which WIBC 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. (gv) The Company’s allowance for loan losses There are no outstanding Loans made by WIBC 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) of WIBC or its Subsidiaries, other than loans that are subject to and that were made and continue to be in compliance with the Company’s (Regulation O or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsthat are exempt therefrom. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.22(a) of the Company SASR Disclosure Letter, as of the date hereofSchedule, neither the Company SASR nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SASR or any Subsidiary of SASR is a creditor that, as of June 30, 2024, had an outstanding balance of $500,000 or more and under the terms of which the obligor was, as of June 30, 2024 over ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal five percent (5%) or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company SASR or any of its Subsidiaries, or to the knowledge of SASR, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii‎3.22(a) of the Company SASR Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or SASR and its Subsidiaries that that, as of March 31June 30, 2014 2024, had an outstanding balance of $500,000 and were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner SASR as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and SASR or any of its Subsidiaries that that, as of March 31June 30, 2014 was 2024, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanySASR, each Loan of the Company and SASR or any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of SASR and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanySASR, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company SASR or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of SASR 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) None of the agreements pursuant to which SASR or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by SASR 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 SASR or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SASR, neither SASR nor any of its Subsidiaries is now nor has it ever been since December 31, 2022 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by any Governmental Entity or SASR Regulatory Agency relating to the Company’s and its Subsidiaries’ non-performing assets as origination, sale or servicing of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Lettermortgage or consumer Loans. (g) The Company’s allowance for loan losses As to each Loan that is secured, whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in compliance full force and effect, and to SASR’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by SASR or any of its Subsidiaries, subject to the fulfillment of their obligations under the agreement with the Company’s (Small Business Administration or other Governmental Entity that arise after the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) date hereof and the standards established by assuming that any applicable Governmental Entities applications, filings, notices, consents and the Financial Accounting Standards Board approvals contemplated in Section 3.4 and is adequate under all such standardsSection 4.4 have been made or obtained. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.25(a) of the Company Partners Disclosure Letter, as of the date hereofSchedule, neither the Company Partners nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any directorborrower (each, executive officer or principal stockholder (as such terms are defined a “Borrower”) in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which Partners or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that Partners is a creditor which as of March December 31, 2014 were 2022, had an outstanding balance plus unfunded commitments, if any (A) in default collectively, the “Total Borrower Commitment”), of $100,000 or contractually past due more and under the terms of which the Borrower was, as of December 31, 2022, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest or on non-accrual status interest, or (Bii) classified by the Company Loans with any director, executive officer or 5% or greater shareholder of Partners or any of its Subsidiaries, or to the knowledge of Partners, any affiliate of any of the foregoing. Set forth in Section 3.25(a) of the Partners Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Partners and its Subsidiaries or any regulatory examiner that, as of December 31, 2022, were classified by Partners as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and Partners or any of its Subsidiaries that that, as of March December 31, 2014 was 2022, is classified as “Other Real Estate Owned” and the book value thereof. (b) Section 3.25(b) of the Partners Disclosure Schedule sets forth a true, correct and complete list, as of December 31, 2022, of each Loan of Partners 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) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyPartners, each Loan of the Company Partners and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Partners and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens Liens, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any LoanEnforceability Exceptions. (d) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyPartners, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company Partners or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Partners 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (e) None of the agreements pursuant to which Partners 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. (f) The aggregate book value There are no outstanding Loans made by Partners or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Company’s and Federal Reserve Board) of Partners or its Subsidiaries’ non-performing assets as of the date hereof is set forth , other than Loans that are subject to and that were made and continue to be in Section 3.17(f) of the Company Disclosure Lettercompliance with Regulation O or that are exempt therefrom. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy Since January 1, 2019, neither Partners nor any of its allowance for Subsidiaries has been subject to any fine, suspension, settlement, contract or other understanding or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date of this Agreement, except as set forth in Section 3.17(a)(i4.26(a) of the Company Parent Disclosure Letter, as of the date hereofSchedule, neither the Company Parent nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined Loans in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which Parent or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that Parent is a creditor that, as of March December 31, 2014 were (A) in default 2023, had an outstanding balance of $5,000,000 or contractually past due more and under the terms of which the obligor was, as of December 31, 2023, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest interest. Set forth in Section 4.26(a) of the Parent Disclosure Schedule is a true, correct and complete list of (A) all the Loans of Parent and its Subsidiaries that, as of December 31, 2023, had an outstanding balance of $5,000,000 or on non-accrual status or (B) more and were classified by the Company or any of its Subsidiaries or any regulatory examiner Parent as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) by category of loan (i.e., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B)Loan, together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and Parent or any of its Subsidiaries that that, as of March December 31, 2014 was 2023, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent, each Loan of the Company and Parent or any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Parent and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company, the Company has complied with, Parent and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced except for Loans not originated by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company Parent or any of its Subsidiaries, on the one hand, and any Agency, each outstanding Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company Parent or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Parent 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.25(a) of the Company Disclosure Letter, as of the date hereofSchedule, neither the Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which the Company or any Subsidiary of the Company is a creditor which as of September 30, 2015, had an outstanding balance of $100,000 or more and under the terms of which the obligor was, as of September 30, 2015, over 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) 5% or greater shareholder of the Company or any of its Subsidiaries, or to the knowledge of the Company, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.25(a) of the Company Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or and its Subsidiaries that that, as of March 31September 30, 2014 2015, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and or any of its Subsidiaries that that, as of March 31September 30, 2014 was 2015, is classified as “Other Real Estate Owned” and the book value thereof. (b) Set forth in Section 3.25(b) of the Company Disclosure Schedule is a true, correct and complete list, as of September 30, 2015, 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) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company, each Loan of the Company and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of the Company and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and the Enforceability Exceptions. (ivd) to the extent secured or purported to be secured, the collateral securing each Each outstanding Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (e) Except as set forth in Section 3.25(e) of the Company Disclosure Schedule, 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. (f) The aggregate book value There are no outstanding 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 Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(fFederal Reserve Board) of the Company Disclosure Letteror its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (g) The Company’s allowance for loan losses is in compliance with Neither the Company’s (or the Bank’s) existing methodology for determining the adequacy Company nor any of its allowance for Subsidiaries is now nor has it ever been since December 31, 2013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i4.25(a) of the Company Berkshire Disclosure Letter, as of the date hereofSchedule, neither the Company Berkshire nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined Loan in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which Berkshire or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that Berkshire is a creditor which as of March 31September 30, 2014 were (A) in default 2024, had a Total Borrower Commitment of $10,000,000 or contractually past due more and under the terms of which the Borrower was, as of September 30, 2024, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest interest. Set forth in Section 4.25(a) of the Berkshire Disclosure Schedule is a true, correct and complete list in all material respects of (A) all of the Loans of Berkshire and its Subsidiaries that, as of September 30, 2024, had an outstanding balance of $20,000,000 or on non-accrual status or (B) more and were classified by the Company or any of its Subsidiaries or any regulatory examiner Berkshire as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and Berkshire or any of its Subsidiaries that that, as of March 31September 30, 2014 was 2024, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyBerkshire, each Loan of the Company Berkshire and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness (including, as applicable, lost note affidavits) that are true, genuine and what they purport to bebe in all material respects, (ii) to the extent carried on the books and records of Berkshire and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens Liens, as applicable, which have been perfected, perfected or are in the process of being recorded and perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyBerkshire, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company Berkshire or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Berkshire 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (ai) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as of the date hereof, neither the Company Neither BBCN nor any of its Subsidiaries is a party to any written or oral loan(A) Loans under the terms of which the obligor was, loan agreementas of September 30, note 2015, over 90 days or borrowing arrangement more delinquent in payment of principal or interest or, to the knowledge of BBCN, in default of any other provision, or (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsB) (collectively, “Loans”) Loans with any director, executive officer or principal 5% or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company BBCN or any of its Subsidiaries, or to the knowledge of BBCN, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii4.2(v) of the Company BBCN Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or BBCN and its Subsidiaries that that, as of March 31September 30, 2014 2015, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner BBCN as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (yB) by category of loan Loan (i.e., commercialcommercial real estate, commercial and industrial, consumer, etc.other), all of the other Loans of the Company BBCN and its Subsidiaries that that, as of the date hereof September 30, 2015, were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31category, 2014 and (zC) each asset of the Company and BBCN or any of its Subsidiaries that that, as of March 31September 30, 2014 2015, was classified as “Other Real Estate Owned” OREO and the book value thereof, it being understood and agreed that the Loans referenced in clauses (A) and (B) of this sentence include any Loans so classified by BBCN or by any Governmental Entity. BBCN shall provide to WIBC, on a monthly basis, a schedule of Loans of BBCN and its Subsidiaries that become classified in the manner described in the previous sentence, or any Loan of BBCN and its Subsidiaries the classification of which is changed to a lower classification or to OREO after the date of this Agreement. (bii) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each Loan of the Company BBCN and any of the its Subsidiaries (iA) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (iiB) to the extent carried on the books and records of BBCN and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restriction, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iiiC) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyancetransfer, moratoriumreorganization, reorganization moratorium and other Laws similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and equitable principles, provided, that any exceptions to clauses (ivA)-(C) to the extent secured or purported to be securedwould not, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with LawsBBCN. (eiii) Each outstanding Loan of BBCN and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of BBCN 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 applicable requirements of federalApplicable Legal Requirements, state and local Lawsany exceptions to which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on BBCN. (fiv) The aggregate book value None of the Company’s and agreements pursuant to which BBCN or any of its Subsidiaries’ non-performing assets as 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 date hereof is set forth in Section 3.17(f) of the Company Disclosure Letterobligor on any such Loan. (gv) The Company’s allowance for loan losses There are no outstanding Loans made by BBCN 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) of BBCN or its Subsidiaries, other than loans that are subject to and that were made and continue to be in compliance with the Company’s (Regulation O or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsthat are exempt therefrom. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) of the Company on PSB Disclosure Letter, as of the date hereofSchedule 3.22(a), neither the Company PSB nor any of its Subsidiaries is a party to any written or oral loan(i) Loans under the terms of which the obligor was, loan agreementas of September 30, note 2022, ninety (90) days or borrowing arrangement more delinquent in payment of principal or interest or, to the knowledge of PSB, in default of any other provision, or (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsii) (collectively, “Loans”) Loans with any director, executive officer or principal stockholder (as such terms are defined in Regulation O 5% or greater shareholder of the Federal Reserve (12 C.F.R. Part 215)) of the Company PSB or any of its Subsidiaries. Section 3.17(a)(ii) , or to the knowledge of PSB, any affiliate of any of the Company foregoing. Set forth in PSB Disclosure Letter sets forth Schedule 3.22 (x1) is a true, correct and complete list of (i) all of the Loans of the Company or PSB and its Subsidiaries that that, as of March 31September 30, 2014 2022, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner PSB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (yii) by category of loan Loan (i.e., commercialcommercial real estate, commercial and industrial, consumer, etc.other), all of the other Loans of the Company PSB and its Subsidiaries that that, as of the date hereof September 30, 2022, were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31category, 2014 and (ziii) each asset of the Company and PSB or any of its Subsidiaries that that, as of March 31September 30, 2014 2022, was classified as “Other Real Estate Owned” (“OREO”) and the book value thereof; it being understood and agreed that the Loans referenced in clauses (i) and (ii) of this sentence include any Loans so classified by PSB or by any Governmental Entity. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect set forth on the CompanyPSB Disclosure Schedule 3.22(b), each Loan of the Company PSB and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of PSB and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens which charges, mortgages, pledges, security interests, restriction, claims, liens or encumbrances, as applicable, that have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer or conveyance, moratoriumreorganization, reorganization moratorium and other Laws similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles equitable principles, including good faith, commercial reasonableness, forthright negotiation and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)fair dealing. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan of PSB and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of PSB 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 applicable requirements of federal, state and local LawsApplicable Legal Requirements. (fd) The aggregate book value None of the Company’s and agreements pursuant to which PSB or any of its Subsidiaries’ non-performing assets as 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 date hereof is set forth in Section 3.17(f) of the Company Disclosure Letterobligor on any such Loan. (ge) The Company’s allowance for loan losses There are no outstanding Loans made by PSB 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) of PSB or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with the Company’s (Regulation O or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsthat are exempt therefrom. (h) For purposes of this Section 3.17:

Loan Portfolio. (ai) Except as set forth in Section 3.17(a)(i) None of the Company Disclosure Letter, as of the date hereof, neither the Company nor any of Seller or its Subsidiaries is a party to any written or oral loan, (A) loan agreement, note or borrowing arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) reflected as an asset in the Seller's audited financial statements for the year ended December 31, 1998 (collectively, “"Loans”"), other than Loans the unpaid unguaranteed principal balance of which does not exceed $500,000, under the terms of which the obligor was, as of December 31, 1998, over 90 days delinquent in payment of principal or interest, or (B) Loan with any director, executive officer or principal stockholder (as such terms are defined in Regulation O five percent or greater shareholder of the Federal Reserve (12 C.F.R. Part 215)) of the Company Seller or any of its Subsidiaries. Section 3.17(a)(ii) , or to Seller's knowledge, any Person controlling, controlled by or under common control with any of the Company foregoing. Seller's Disclosure Letter Schedule sets forth (x) all of the Loans with original unguaranteed principal amounts in excess of the Company $100,000 of Seller or any of its Subsidiaries that as of March December 31, 2014 1998, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company any bank examiner (whether regulatory or any of its Subsidiaries or any regulatory examiner internal) as “"Other Loans Specially Mentioned,” “", "Special Mention,” “", "Substandard,” “", "Doubtful,” “", "Loss,” “", "Classified,” “", "Criticized,” “", "Credit Risk Assets,” “", "Concerned Loans,” “", "Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company and Seller or any of its Subsidiaries that as of the date hereof December 31, 1998, were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (z) each asset of the Company and its Subsidiaries Seller that as of March December 31, 2014 1998, was classified as “"Other Real Estate Owned” " and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as may be set forth in Section 3.17(a)(i4.20(a) of the Company Disclosure Letter, as of the date hereofSchedule, neither the Company nor any of its Subsidiaries is a party to any written or oral loan, (i) loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), (x) the unpaid principal balance of which exceeds $100,000, and under the terms of which the obligor was, as of September 30, 2010, over 90 days delinquent in payment of principal or interest or (y) to the knowledge of the Company, the unpaid principal balance of which exceeds $200,000 and which the obligor is in material default of any other provision under such Loan (for purposes of this clause (y), the failure of a borrower to deliver financial and other data on a timely basis to the Company as required by the relevant loan agreement shall not deemed a material default), or (ii) Loan with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) five percent or greater shareholder of the Company or any of its Subsidiaries, or to the knowledge of the Company, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 3.17(a)(ii4.20(a) of the Company Disclosure Letter Schedule sets forth (xi) all of the Loans in original principal amount in excess of the Company or its Subsidiaries that as $100,000 of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries that as of September 30, 2010, were classified by any bank examiner (whether regulatory or any regulatory examiner internal) as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the such date hereof and the identity of the borrower thereunder, (yii) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company and its Subsidiaries that as of the date hereof September 30, 2010, were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31, 2014 and (ziii) each asset of the Company and its Subsidiaries that as of March 31September 30, 2014 2010, was classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in To the aggregate, a Material Adverse Effect on knowledge of the Company, each Loan in original principal amount in excess of the Company and any of the Subsidiaries $100,000 (i) is evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens liens and security interests which have been perfected, perfected and (iii) is the a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization conveyance and other Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)principles. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in at Section 3.17(a)(i3.7(a) of the Company First Xxxxxxx Disclosure LetterSchedules, as of the date hereofof this Agreement, neither the Company none of First Xxxxxxx nor any of its Subsidiaries First Xxxxxxx Subsidiary is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) ), with any director, executive officer or principal stockholder (as such terms are defined in Regulation O five percent or greater shareholder of First Xxxxxxx or any First Xxxxxxx Subsidiary or any Affiliated Person of any of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that as of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) by category of loan (i.e., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (z) each asset of the Company and its Subsidiaries that as of March 31, 2014 was classified as “Other Real Estate Owned” and the book value thereofforegoing. (b) Except as set forth in Section 3.7(b) of the First Xxxxxxx Disclosure Schedules, all reserves or other allowances for loan losses reflected in First Chester’s financial statements referred to in Section 3.7 as of and for the year ended December 31, 2008 and the three and nine months ended September 30, 3009, complied with all Laws and are adequate under GAAP. Neither First Xxxxxxx nor FNB has not hadbeen notified by the Bank Regulators or First Chester’s independent auditor, in writing or otherwise, that such reserves are inadequate or that the practices and policies of First Xxxxxxx in establishing its reserves for the year ended December 31, 2008 and the quarter ended September 30, 2009, and would not reasonably be expected in accounting for delinquent and classified assets generally fail to havecomply with applicable accounting or regulatory requirements, individually or in that the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements Bank Regulators or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported First Chester’s independent auditor believes such reserves to be secured, has been secured by valid Liens which have been perfected, (iii) is inadequate or inconsistent with the legal, valid and binding obligation historical loss experience of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)First Xxxxxxx. (c) Except First Xxxxxxx has previously furnished Tower with a complete list of all extensions of credit and other real estate owned (such real estate, “OREO”) that have been classified by any bank or trust examiner (regulatory or internal) as set forth in Section 3.17(c) other loans specially mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import. First Xxxxxxx agrees to update such list no less frequently than monthly after the date of this Agreement until the earlier of the Company Disclosure Letter, (i) none of Closing Date or the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing date that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has this Agreement is terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local LawsSection 8.1. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.25(a) of the Company First Midwest Disclosure Letter, as of the date hereofSchedule, neither the Company First Midwest nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder borrower (as such terms are defined each a “Borrower”) in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which First Midwest or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that First Midwest is a creditor which as of March 31April 30, 2014 were 2021, had an outstanding balance plus unfunded commitments, if any (A) in default collectively, the “Total Borrower Commitment”), of $10,000,000 or contractually past due more and under the terms of which the Borrower was, as of April 30, 2021, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest interest. Set forth in Section 3.25(a) of the First Midwest Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of First Midwest and its Subsidiaries that, as of April 30, 2021, had an outstanding balance of $10,000,000 or on non-accrual status or (B) more and were classified by the Company or any of its Subsidiaries or any regulatory examiner First Midwest as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and First Midwest or any of its Subsidiaries that that, as of March 31April 30, 2014 was 2021, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyFirst Midwest, each Loan of the Company First Midwest and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of First Midwest and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens Liens, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyFirst Midwest, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company First Midwest or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of First Midwest 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (ai) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as of the date hereof, neither the Company Neither Center Financial nor any of its Subsidiaries is a party to any written or oral loan(A) Loans, loan agreementother than any Covered Loans, note under the terms of which the obligor was, as of September 30, 2010, over 90 days or borrowing arrangement more delinquent in payment of principal or interest or, to the knowledge of Center Financial, in default of any other provision, or (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsB) (collectively, “Loans”) Loans with any director, executive officer or principal 5% or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company Center Financial or any of its Subsidiaries, or to the knowledge of Center Financial, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.1(t)(i) of the Company Center Financial Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or Center Financial and its Subsidiaries that that, as of March 31September 30, 2014 2010, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner Center Financial as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (yB) by category of loan Loan (i.e., commercialcommercial real estate, commercial and industrial, consumer, etc.other), all of the other Loans of the Company Center Financial and its Subsidiaries that that, as of the date hereof September 30, 2010, were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31category, 2014 and (zC) each asset of the Company and Center Financial or any of its Subsidiaries that that, as of March 31September 30, 2014 2010, was classified as “Other Real Estate Owned” (“OREO”) and the book value thereof (other than any Covered OREOs); it being understood and agreed that the Loans referenced in clauses (A) and (B) of this sentence include any Loans so classified by Center Financial or by any Governmental Entity, but shall not include any Covered Loans (as to which Section 3.1(t)(ii) shall apply). Center Financial shall provide to Nara, on a monthly basis, (1) a schedule of Loans of Center Financial and its Subsidiaries that become classified in the manner described in the previous sentence, or any Loan of Center Financial and its Subsidiaries the classification of which is changed to a lower classification or to OREO, and (2) a schedule of Loans of Center Financial and its Subsidiaries in which the obligor is delinquent in payment by 30 days or more, in each case after the date of this Agreement. (ii) Neither Center Financial nor any of its Subsidiaries is a party to any written or oral Covered Loans under the terms of which the obligor was, as of September 30, 2010, over 90 days or more delinquent in payment of principal or interest or, to the knowledge of Center Financial, in default of any other provision. Set forth in Section 3.1(t)(ii) of the Center Financial Disclosure Schedule is a true, correct and complete list of (A) all of the Covered Loans of Center Financial and its Subsidiaries that, as of September 30, 2010, were classified by Center Financial as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, (B) by category of Covered Loan (i.e., commercial real estate, commercial and industrial, consumer, other), all of the Covered Loans of Center Financial and its Subsidiaries that, as of September 30, 2010, were classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Covered Loans by category, and (C) each asset of Center Financial or any of its Subsidiaries that, as of September 30, 2010, was classified as Covered OREO and the book value thereof; it being understood and agreed that the Covered Loans referenced in clauses (A) and (B) of this sentence include any Covered Loans so classified by Center Financial or by any Governmental Entity. Center Financial shall provide to Nara, on a monthly basis, a schedule of the Covered Loans and assets of Center Financial and its Subsidiaries that become classified in the manner described in the previous sentence after the date of this Agreement. (biii) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each Loan of the Company Center Financial and any of the its Subsidiaries (iA) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (iiB) to the extent carried on the books and records of Center Financial and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restriction, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iiiC) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyancetransfer, moratoriumreorganization, reorganization moratorium and other Laws similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)equitable principles. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan of Center Financial and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Center Financial 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 applicable requirements of federal, state and local LawsApplicable Legal Requirements. (fv) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets Except as of the date hereof is set forth in Section 3.17(f3.1(t)(v) of the Company Center Financial Disclosure LetterSchedule, none of the agreements pursuant to which Center Financial 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. (gvi) The Company’s allowance for loan losses There are no outstanding Loans made by Center Financial 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) of Center Financial or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with the Company’s (Regulation O or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsthat are exempt therefrom. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.26(a) of the Company Xenith Disclosure Letter, as of the date hereofSchedule, neither the Company Xenith nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Xenith or any Subsidiary of Xenith is a creditor which as of December 31, 2015, had an outstanding balance of $100,000 or more and under the terms of which the obligor was, as of December 31, 2015, over 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal stockholder (as such terms are defined in Regulation O 5% or greater shareholder of the Federal Reserve (12 C.F.R. Part 215)) of the Company Xenith or any of its Subsidiaries, or to the knowledge of Xenith, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.26(a) of the Company Xenith Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or Xenith and its Subsidiaries that that, as of March December 31, 2014 were (A) in default or contractually past due ninety (90) days 2015, had an outstanding balance of $100,000 or more with respect to the payment or principal or interest or on non-accrual status or (B) and were classified by the Company or any of its Subsidiaries or any regulatory examiner Xenith as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and Xenith or any of its Subsidiaries that that, as of March December 31, 2014 was 2015, is classified as “Other Real Estate Owned” and the book carrying value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyXenith, each Loan of the Company Xenith and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Xenith and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyXenith, the Company has complied with, each outstanding Loan of Xenith and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Xenith 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) Except as set forth in Section 3.26(d) of the Xenith Disclosure Schedule, none of the agreements pursuant to which Xenith 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) There are no outstanding Loans made by Xenith 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 Xenith or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy Neither Xenith nor any of its allowance for Subsidiaries is now nor has it ever been since December 31, 2012, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.26(a) of the Company Xxxxxx Valley Disclosure Letter, as of the date hereofSchedule, neither the Company Xxxxxx Valley nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Xxxxxx Valley or any Subsidiary of Xxxxxx Valley is a creditor which as of September 30, 2014, had an outstanding balance of $250,000 or more and under the terms of which the obligor was, as of September 30, 2014, over 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal 5% or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company Xxxxxx Valley or any of its Subsidiaries, or to the knowledge of Xxxxxx Valley, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.26(a) of the Company Xxxxxx Valley Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or Xxxxxx Valley and its Subsidiaries that that, as of March 31September 30, 2014 2014, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner Xxxxxx Valley as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and Xxxxxx Valley or any of its Subsidiaries that that, as of March 31September 30, 2014 was 2014, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyXxxxxx Valley, each Loan of the Company Xxxxxx Valley and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Xxxxxx Valley and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyXxxxxx Valley, the Company has complied with, each outstanding Loan of Xxxxxx Valley and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Xxxxxx Valley 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) Except as set forth in Section 3.26(d) of the Xxxxxx Valley Disclosure Schedule, none of the agreements pursuant to which Xxxxxx Valley 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) There are no outstanding Loans made by Xxxxxx Valley 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 Xxxxxx Valley or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy Neither Xxxxxx Valley nor any of its allowance for Subsidiaries is now nor has it ever been since December 31, 2011, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i3.17(a) of the Company Disclosure Letter, as of the date hereof, neither the Company nor any of its Subsidiaries the Bank is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), other than any Loan under the terms of which the obligor was, as of February 29, 2012, over 90 days delinquent in payment of principal or interest or in default of any other provision or (ii) Loan with any director, executive officer or principal 5% or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or the Bank, or to the knowledge of the Company, any person, corporation or enterprise controlling, controlled by or under common control with, or an immediate family member of, any of its Subsidiariesthe foregoing. Section 3.17(a)(ii3.17(a) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries the Bank that as of March 31February 29, 2014 2012 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries the Bank or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof February 29, 2012 and the identity of the borrower thereunder, (y) by category of loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company and its Subsidiaries the Bank that as of the date hereof February 29, 2012 were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31February 29, 2014 2012, and (z) each asset of the Company and its Subsidiaries the Bank that as of March 31February 29, 2014 2012 was classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each Loan of the Company and any of the Subsidiaries Bank (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization conveyance and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to principles. To the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries the Bank is free and clear of all Liens liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loantherein. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the The Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (iA) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (iiB) all applicable requirements of federal, state and local Lawslaws, regulations and rules, (iiiC) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiariesthe Bank, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (ivD) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (vE) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiariesthe Bank), and the relevant Loan files are being maintained, maintained in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Lawslaws, regulations and rules. (f) The aggregate book value of the Company’s and its Subsidiaries’ the Bank’s non-performing assets assets, and the aggregate allowance for loan and lease losses, in each case, as of the date hereof February 29, 2012 is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(iSchedule 4.17(a) of the Company First Place Disclosure LetterSchedules, in First Place’s reasonable judgment, the allowance for loan losses reflected in First Place’s audited statement of financial condition at June 30, 2007 was, and the allowance for loan losses shown on the balance sheets in First Place’s filings with the SEC for periods ending after June 30, 2007 have been and will be, adequate in all material respects, as of the date hereofdates thereof, under GAAP, and no Regulatory Agencies have required or requested First Place to increase the allowance for loan losses for such periods. (b) As of December 31, 2007, except as set forth in Schedule 4.17(b) of the First Place Disclosure Schedules, neither the Company First Place nor any of its Subsidiaries is a party to any written or oral loan(i) Loan, loan agreementunder the terms of which the obligor is, note as of the date of this Agreement, over 90 days delinquent in payment of principal or borrowing arrangement interest or in material default of any other provision, or (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsii) (collectively, “Loans”) Loans with any director, executive officer or principal ten percent stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company First Place or any of its Subsidiaries. Section 3.17(a)(ii) , or to the knowledge of First Place, any person, corporation or enterprise controlling, controlled by or under common control with any of the Company foregoing. Schedule 4.17 of the First Place Disclosure Letter Schedules sets forth (xi) all of the Loans of the Company First Place or any of its Subsidiaries that as of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) date of this Agreement are classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” or “Watch List,” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, Loan by number; and (yii) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company and First Place or any of its Subsidiaries that as of the date hereof were of this Agreement are classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31category. From the date hereof to the Closing Date, 2014 First Place shall inform Camco in writing, on a monthly basis and (z) each asset within 30 days of the Company and its Subsidiaries prior month end, of any Loan that as becomes classified in the manner described in the previous sentence, or any Loan the classification of March 31, 2014 was classified as “Other Real Estate Owned” and the book value thereofwhich is changed. (bc) Except Each loan reflected as has not had, and would not reasonably be expected to have, individually or an asset in First Place’s filings with the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries SEC (i) is evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to becorrect in all material respects, (ii) to the extent secured or purported to be secured, has been secured by valid Liens liens and security interests which have been perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization conveyance and other Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be securedprinciples, the collateral securing in each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (case other than Permitted Liens). (c) Except loans as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation failure to repurchase such Loans or interests therein and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and satisfy the foregoing standards would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with LawsFirst Place. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth The allowance for loan losses reflected in Section 3.17(a)(i) of Investors Bancorp’s audited consolidated balance sheet at December 31, 2011 was, and the Company Disclosure Letterallowance for loan losses shown on the balance sheets in the Investors Bancorp Securities Documents for periods ending after December 31, 2011 was or will be, adequate, as of the date hereofthereof, neither the Company nor any of its Subsidiaries is under GAAP. (b) Investors Bancorp has Previously Disclosed a party to any written or oral loanlist setting forth, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that as of March October 31, 2014 were 2012, by account, of: (A) in all loans (including loan participations) of Investors Bancorp or any other Investors Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Investors Bancorp or any other Investors Subsidiary which have been terminated by Investors Bancorp or any other Investors Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified Investors Bancorp or any other Investors Subsidiary during three years preceding the date of this Agreement, or has asserted against Investors Bancorp or any other Investors Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Investors Bancorp, each borrower, customer or other party which has given Investors Bancorp or any other Investors Subsidiary any oral notification of, or orally asserted to or against Investors Bancorp or any other Investors Subsidiary, any such claim; (D) all loans, (1) that are contractually past due ninety (90) 60 days or more with respect to in the payment or of principal or interest or and/or interest, (2) that are on non-accrual status or status, (B3) that are as of the date of this Agreement classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentionedsubstandard,” “Special Mentiondoubtful,” “Substandardloss,” “Doubtfulclassified,” “Losscriticized,” “Classifiedcredit risk assets,” “Criticizedconcerned loans,” “Credit Risk Assets,watch list” or “Concerned Loans,special mention” “Watch List” (or words of similar import) by Investors Bancorp and any Investors Subsidiary, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunderor any applicable Regulatory Authority, (y4) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (6) where a specific reserve allocation exists in connection therewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Financial Accounting Standards Board Accounting Standards Codification 310-40, “Troubled Debt Restructuring by category Creditors,” as updated by Accounting Standards Update 2011-02; and (E) all assets classified by Investors Bank or any Investors Subsidiary as real estate acquired through foreclosure or in lieu of loan (i.e.foreclosure, commercialincluding in-substance foreclosures, consumer, etc.), and all other Loans assets currently held that were acquired through foreclosure or in lieu of the Company and its Subsidiaries that as foreclosure. The foregoing list may exclude any individual loan with a principal outstanding balance of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (z) each asset of the Company and its Subsidiaries that as of March 31, 2014 was classified as “Other Real Estate Owned” and the book value thereofless than $500,000. (bc) Except as has not hadAll loans receivable (including discounts) and accrued interest entered on the books of Investors Bancorp and each Investors Subsidiary arose out of bona fide arm’s-length transactions, were made for good and would not reasonably be expected to have, individually or valuable consideration in the aggregateordinary course of Investors Bancorp’s or the appropriate Investors Subsidiary’s respective business. To the Knowledge of Investors Bancorp, a Material Adverse Effect the loans, discounts and the accrued interest reflected on the Companybooks of Investors Bancorp and each Investors Subsidiary are subject to no defenses, each Loan set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by Investors Bancorp or the Company appropriate Investors Subsidiary free and clear of any of the Subsidiaries liens. (id) is evidenced by notes, agreements or The notes and other evidences of indebtedness that are trueevidencing the loans described above, genuine and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.26(a) of the Company Jefferson Disclosure Letter, as of the date hereofSchedule, neither the Company Jefferson nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Jefferson or any Subsidiary of Jefferson is a creditor which, as of December 31, 2013, was over ninety days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal stockholder (as such terms are defined in Regulation O 5% or greater shareholder of the Federal Reserve (12 C.F.R. Part 215)) of the Company Jefferson or any of its Subsidiaries, or to the knowledge of Jefferson, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.26(a) of the Company Jefferson Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or Jefferson and its Subsidiaries that that, as of March December 31, 2014 2013, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner Jefferson as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of such Loans by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and Jefferson or any of its Subsidiaries that that, as of March December 31, 2014 2013, was classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyTo Jefferson’s knowledge, each Loan of the Company Jefferson and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Jefferson and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exception. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan Each outstanding Loan originated, purchased or administered and/or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company Jefferson or any of its Subsidiaries has violated was originated, administered and/or serviced, by Jefferson or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)Jefferson Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Jefferson 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) None of the agreements pursuant to which Jefferson or any of its Subsidiaries has sold Loans or pools of Loans or participations in 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 after the expiration of six months from the date of sale. (e) There are no outstanding Loans made by Jefferson 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 Jefferson or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy Neither Jefferson nor any of its allowance for Subsidiaries is now nor has it been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) 4.23 of the Company Disclosure Letter, as of the date hereofSchedule, neither the Company nor any of its Subsidiaries is a party to any written or oral loan, (i) loan agreement, note or borrowing arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “"Loans”"), other than any Loan the unpaid principal balance of which does not exceed $100,000, under the terms of which the obligor was, as of June 30, 1999, over 90 days delinquent in payment of principal or interest or in default of any other provision, or (ii) Loan with any director, executive officer or principal five percent or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, or to the knowledge of the Company, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 3.17(a)(ii) 4.23 of the Company Disclosure Letter Schedule sets forth (xi) all of the Loans in original principal amount in excess of the Company or its Subsidiaries that as $100,000 of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries that as of June 30, 1999, were classified by any bank examiner (whether regulatory or any regulatory examiner internal) as “"Other Loans Specially Mentioned,” “", "Special Mention,” “", "Substandard,” “", "Doubtful,” “", "Loss,” “", "Classified,” “", "Criticized,” “", "Credit Risk Assets,” “", "Concerned Loans,” “", "Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (yii) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company and its Subsidiaries that as of the date hereof June 30, 1999, were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31, 2014 and (ziii) each asset of the Company and its Subsidiaries that as of March 31June 30, 2014 1999, was classified as “"Other Real Estate Owned” " and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or . The Company shall promptly inform Buyer in writing of any Loan that becomes classified in the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or manner described in the aggregateprevious sentence, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any Loan the classification of its Subsidiarieswhich is changed, on the one hand, and at any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of time after the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:Agreement.

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i4.20(a) of the Company Disclosure LetterSchedule, as of the date hereofMarch 31, 2015, neither the Company nor any of its Subsidiaries is the Company Bank was a party to any written or oral loan, (i) loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), (x) under the terms of which the obligor was 60 or more days delinquent in payment of principal or interest on such date or (y) under the terms of which the obligor was, at such date, in material default of any provision (other than as covered by subsection (x)) under such Loan (for the purposes of this clause (y), the failure of the borrower to deliver financial and other data as required by the relevant loan agreement shall not by itself be deemed a material default), (ii) Loan with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) five percent or greater shareholder of the Company or the Company Bank, or to the knowledge of the Company, any person, corporation or enterprise controlling, controlled by or under common control with any of its Subsidiaries. Section 3.17(a)(iithe foregoing, (iii) Loan that, as of such date, was classified in accordance with the regulations and policies of the Company Disclosure Letter sets forth OCC (x) all of the Loans of the Company whether by any Regulatory Agency or its Subsidiaries that as of March 31internal personnel), 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the such date hereof and the identity of the borrower thereunder, or (yiv) Loan in violation of any Laws applicable to the Company or the Company Bank including those promulgated, interpreted or enforced by category of loan (i.e., commercial, consumer, etc.), all other Loans any Regulatory Agency. Section 4.20(a) of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (z) Disclosure Schedule lists each asset of the Company and its Subsidiaries that as of March 31, 2014 such date was classified as “Other Real Estate Ownedother real estate owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens liens and security interests which have been perfected, perfected and (iii) is the a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization conveyance and other Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)principles. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investorsresale) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards (and, in the case of Loans held for resale to investorsresale, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (fd) The aggregate book value None of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of agreements, if any, pursuant to which the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining Company Bank has sold Loans or pools of Loans or participation 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 adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all obligor on any such standardsLoan. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i4.26(a) of the Company BB&T Disclosure Letter, as of the date hereofSchedule, neither the Company BB&T nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined Loan in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which BB&T or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that BB&T is a creditor that, as of March 31September 30, 2014 were (A) in default 2018, had an outstanding balance of $10,000,000 or contractually past due more and under the terms of which the obligor was, as of September 30, 2018, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest or on non-accrual status or interest. Set forth in Section 4.26(a) of the BB&T Disclosure Schedule is a true, correct and complete list of (BA) all of the Loans of BB&T and its Subsidiaries that, as of September 30, 2018, had an outstanding balance of $10,000,000 and were classified by the Company or any of its Subsidiaries or any regulatory examiner BB&T as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and BB&T or any of its Subsidiaries that that, as of March 31September 30, 2014 was 2018, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyBB&T, each Loan of the Company and BB&T or any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of BB&T and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyBB&T, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company BB&T or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of BB&T 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i4.25(a) of the Company Xxxxxxx Disclosure Letter, as of the date hereofSchedule, neither the Company Xxxxxxx nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined Loan in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which Xxxxxxx or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that Xxxxxxx is a creditor which as of March December 31, 2014 were (A) in default 2020, had an outstanding balance of $10,000,000 or contractually past due more and under the terms of which the obligor was, as of December 31, 2020, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest interest. Set forth in Section 4.25(a) of the Xxxxxxx Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Xxxxxxx and its Subsidiaries that, as of December 31, 2020, had an outstanding balance of $10,000,000 or on non-accrual status or (B) more and were classified by the Company or any of its Subsidiaries or any regulatory examiner Xxxxxxx as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and Xxxxxxx or any of its Subsidiaries that that, as of March December 31, 2014 was 2020, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyXxxxxxx, each Loan of the Company Xxxxxxx and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Xxxxxxx and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens Liens, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyXxxxxxx, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company Xxxxxxx or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Xxxxxxx 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as As of the date hereof, neither the Company Home nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home or any Subsidiary of Home is a creditor that, as of August 31, 2013, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or principal stockholder (as such terms are defined in Regulation O 5% or greater shareholder of the Federal Reserve (12 C.F.R. Part 215)) of the Company Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.26(a) of the Company Home Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or Home and its Subsidiaries that that, as of March August 31, 2014 2013, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner Home as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof thereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and Home or any of its Subsidiaries that that, as of March August 31, 2014 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyTo Home’s knowledge, each Loan of the Company Home and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Home and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.17(c) of the Company Disclosure Letter3.26(g), (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan each Loan originated, purchased or administered and/or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company Home or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agencywas originated, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and and/or serviced by the Company Home or any of its Subsidiaries)a Home Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Home and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) None of the agreements pursuant to which Home 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) There are no outstanding Loans made by Home 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 Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, 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 Governmental Entity or Regulatory Agency relating to the Company’s and its Subsidiaries’ non-performing assets as origination, sale or servicing of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Lettermortgage or consumer Loans. (g) The Company’s allowance Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for loan losses is Community First Bank and LibertyBank, in compliance all material respects, in accordance with the Company’s (relevant notes or other credit or security documents, the Bank’s) existing methodology for determining requirements of the adequacy of its allowance for loan losses as well as the Regulatory Shared-Loss Agreements (as defined below) and the standards established by with all applicable Governmental Entities federal, state and the Financial Accounting Standards Board local laws, regulations and is adequate under all such standardsrules. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.26(a) of the Company Disclosure Letter, as of the date hereofSchedule, neither the Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which the Company or any of its Subsidiaries is a creditor and that, as of June 30, 2019, had an outstanding balance of $100,000 or more and under the terms of which the obligor was, as of June 30, 2019, over 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) 5% or greater shareholder of the Company or any of its Subsidiaries, or to the knowledge of the Company, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.26(a) of the Company Disclosure Letter sets forth Schedule is a true, correct and complete list of (xiii) all of the Loans of the Company or and its Subsidiaries that that, as of March 31June 30, 2014 2019, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (ziv) each asset of the Company and or any of its Subsidiaries that that, as of March 31June 30, 2014 was 2019, is classified as “Other Real Estate Owned” and the book value thereof. (b) Section 3.26(b) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of June 30, 2019, 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) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of the Company and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and terms (ivexcept as may be limited by the Enforceability Exceptions). (d) to the extent secured or purported to be secured, the collateral securing each Each outstanding Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes and other credit and security documents, the Company’s 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 applicable requirements Laws. (e) None of federal, state and local Lawsthe 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. (f) The aggregate book value There are no outstanding 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 Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(fFederal Reserve Board) of the Company Disclosure Letteror its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (g) The Company’s allowance for loan losses is in compliance with Neither the Company’s (or the Bank’s) existing methodology for determining the adequacy Company nor any of its allowance for Subsidiaries is now nor has it ever been since January 1, 2016, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i4.20(a) of the Company Disclosure LetterSchedule, as of the month-end immediately preceding the date hereofof this Agreement, neither the Company nor any of its Subsidiaries is the Company Bank was a party to any written or oral loan, (i) loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), (x) under the terms of which the obligor was 60 or more days delinquent in payment of principal or interest on such date or (y) under the terms of which the obligor was, at such date, in material default of any provision under such Loan (for the purposes of this clause (y), the failure of the borrower to deliver financial and other data as required by the relevant loan agreement shall not by itself be deemed a material default), (ii) Loan with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) five percent or greater shareholder of the Company or the Company Bank , or to the knowledge of the Company, any person, corporation or enterprise controlling, controlled by or under common control with any of its Subsidiaries. Section 3.17(a)(iithe foregoing, (iii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that Loan that, as of March 31such date, 2014 were was classified (A) in default whether by any Regulatory Agency or contractually past due ninety (90) days internal personnel), or more with respect to the payment or principal or interest or on non-accrual status or (B) exercise of reasonable diligence should have been classified by the Company or any of its Subsidiaries or any regulatory examiner internal personnel, as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the such date hereof and the identity of the borrower thereunder, or (yiv) Loan in violation of any Laws applicable to the Company or the Company Bank including those promulgated, interpreted or enforced by category of loan (i.e., commercial, consumer, etc.), all other Loans any Regulatory Agency. Section 4.20(a) of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (z) Disclosure Schedule lists each asset of the Company and its Subsidiaries that as of March 31, 2014 such date was classified as “Other Real Estate Ownedother real estate owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens liens and security interests which have been perfected, perfected and (iii) is the a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization conveyance and other Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)principles. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investorsresale) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards (and, in the case of Loans held for resale to investorsresale, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (fd) The aggregate book value None of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of agreements, if any, pursuant to which the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining Company Bank has sold Loans or pools of Loans or participation 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 adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all obligor on any such standardsLoan. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as of the date hereof, neither Neither the Company nor any of its Subsidiaries the Bank is a party to any written or oral loan(i) Loans, loan agreementother than any Loan the unpaid principal balance of which does not exceed $250,000, note under the terms of which the obligor was, as of March 31, 2006, over 90 days delinquent in payment of principal or borrowing arrangement interest or in default of any other provision, or (including leasesii) as of the date hereof, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan with any director, executive officer or principal stockholder Person which holds five percent (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)5%) or more of the Company Shares or any Person, corporation or enterprise controlling, controlled by or under PALOALTO 66463 v1 (2K) -37- common control with any of its Subsidiariesthe foregoing. Section 3.17(a)(iiSchedule 4.30(a) of the Company Disclosure Letter Schedule sets forth (x) all of the Loans in original principal amount in excess of $750,000 of the Company or its Subsidiaries that as of March 31, 2014 2006 that were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company any bank examiner (whether regulatory or any of its Subsidiaries or any regulatory examiner internal) as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on of each such Loan as of the date hereof and the identity of the borrower thereunder, (y) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company and its Subsidiaries that as of the date hereof March 31, 2006 were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31, 2014 and (z) each asset of the Company and its Subsidiaries that as of March 31, 2014 2006 was classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or Each Loan in the aggregate, a Material Adverse Effect on the Company, each Loan original principal amount in excess of the Company and any of the Subsidiaries $250,000 (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization conveyance and other Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)principles. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) 5.25 of the Company Buyer Disclosure Letter, as of the date hereofSchedule, neither the Company Buyer nor any of its Subsidiaries is a party to any written or oral loan, (i) loan agreement, note or borrowing arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “"Loans”"), other than Loans the unpaid principal balance of which does not exceed $100,000, under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest or in default of any other provision, or (ii) Loan with any director, executive officer or principal five percent or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company Buyer or any of its Subsidiaries, or to the knowledge of Buyer, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 3.17(a)(ii) 5.25 of the Company Buyer Disclosure Letter Schedule sets forth (xi) all of the Loans in original principal amount in excess of the Company $100,000 of Buyer or any of its Subsidiaries that as of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) date of this Agreement are classified by the Company any bank examiner (whether regulatory or any of its Subsidiaries or any regulatory examiner internal) as “"Other Loans Specially Mentioned,” “", "Special Mention,” “", "Substandard,” “", "Doubtful,” “", "Loss,” “", "Classified,” “", "Criticized,” “", "Credit Risk Assets,” “", "Concerned Loans,” “", "Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (yii) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company Buyer and its Subsidiaries that as of the date hereof were of this Agreement are classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31, 2014 and (ziii) each asset of the Company and its Subsidiaries Buyer that as of March 31, 2014 was the date of this Agreement is classified as “"Other Real Estate Owned” " and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or . Buyer shall promptly inform the Company in writing of any Loan that becomes classified in the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or manner described in the aggregateprevious sentence, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any Loan the classification of its Subsidiarieswhich is changed, on the one hand, and at any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of time after the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:Agreement.

Loan Portfolio. (ai) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as of the date hereof, neither the Company Neither Nara nor any of its Subsidiaries is a party to any written or oral loan(A) Loans under the terms of which the obligor was, loan agreementas of September 30, note 2010, over 90 days or borrowing arrangement more delinquent in payment of principal or interest or, to the knowledge of Nara, in default of any other provision, or (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsB) (collectively, “Loans”) Loans with any director, executive officer or principal 5% or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company Nara or any of its Subsidiaries, or to the knowledge of Nara, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.2(t) of the Company Nara Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or Nara and its Subsidiaries that that, as of March 31September 30, 2014 2010, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner Nara as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (yB) by category of loan Loan (i.e., commercialcommercial real estate, commercial and industrial, consumer, etc.other), all of the other Loans of the Company Nara and its Subsidiaries that that, as of the date hereof September 30, 2010, were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31category, 2014 and (zC) each asset of the Company and Nara or any of its Subsidiaries that that, as of March 31September 30, 2014 2010, was classified as “Other Real Estate Owned” OREO and the book value thereof, it being understood and agreed that the Loans referenced in clauses (A) and (B) of this sentence include any Loans so classified by Nara or by any Governmental Entity. Nara shall provide to Center Financial, on a monthly basis, (1) a schedule of Loans of Nara and its Subsidiaries that become classified in the manner described in the previous sentence, or any Loan of Nara and its Subsidiaries the classification of which is changed to a lower classification or to OREO, and (2) a schedule of Loans of Nara and its Subsidiaries in which the obligor is delinquent in payment by 30 days or more, in each case after the date of this Agreement. (bii) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each Loan of the Company Nara and any of the its Subsidiaries (iA) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (iiB) to the extent carried on the books and records of Nara and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restriction, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iiiC) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyancetransfer, moratoriumreorganization, reorganization moratorium and other Laws similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)equitable principles. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan of Nara and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Nara 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 applicable requirements of federal, state and local LawsApplicable Legal Requirements. (fiv) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets Except as of the date hereof is set forth in Section 3.17(f3.1(t)(iv) of the Company Nara Disclosure LetterSchedule, none of the agreements pursuant to which Nara 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. (gv) The Company’s allowance for loan losses There are no outstanding Loans made by Nara 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) of Nara or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with the Company’s (Regulation O or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsthat are exempt therefrom. (h) For purposes of this Section 3.17:

Loan Portfolio. (ai) Except as set forth in Section 3.17(a)(i3.02(v) of the Company Disclosure LetterSchedule, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any written or oral (1) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), other than any Loan the unpaid principal balance of which does not exceed $250,000, under the terms of which the obligor was, as of January 31, 2012, over ninety (90) days delinquent in payment of principal or interest or, to the Knowledge of the Company, in default of any other material provision or (2) Loan in excess of $50,000 with any director, executive officer or principal five percent or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, or to the Knowledge of the Company, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 3.17(a)(ii3.02(v) of the Company Disclosure Letter Schedule sets forth (xA) all of the Loans in original principal amount in excess of the Company or its Subsidiaries that as $250,000 of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner that as of January 31, 2012 were classified by the Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof January 31, 2012 and the identity of the borrower thereunderthereunder (and since December 31, 2009 there have been no such classifications by any Governmental Entity that are not so classified by the Company), (yB) by category of loan Loan (i.e., commercial, consumer, etc.), all the other Loans of the Company and or any of its Subsidiaries that as of the date hereof January 31, 2012 were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and aggregate accrued and unpaid interest on such Loans by category as of March January 31, 2014 2012, and (zC) each asset of the Company and its Subsidiaries that as of March January 31, 2014 2012 was classified as “Other Real Estate Owned” and the book value thereof. (bii) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each Loan of the Company and or any of the its Subsidiaries in original principal amount in excess of $100,000 (i1) is evidenced by notes, agreements Contracts or other evidences of indebtedness that are true, genuine and what they purport to be, (ii2) to the extent secured or purported to be secured, has been secured by valid Liens Encumbrances which have been perfectedperfected and (3) to the Knowledge of the Company, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization the Bankruptcy and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Equity Exception. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, maintained in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards of the Company and its Subsidiaries (as applicable) (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws, regulations and rules. (fiv) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets Except as of the date hereof is set forth in Section 3.17(f3.02(v)(iv) of the Company Disclosure LetterSchedule, none of the Contracts 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, or entitle the buyer of such Loans or pools of Loans or participations in Loans or pools of Loans or any other Person to pursue any other form of recourse against the Company or its Subsidiaries. Since December 31, 2009, there has not been any claim made by any such buyer or other Person for repurchase or other similar form of recourse against the Company or any of its Subsidiaries. (gv) The CompanyEach of the Company and each of its Subsidiaries, as applicable, is approved by and is in good standing: (1) as a supervised mortgagee by the Department of Housing and Urban Development to originate and service Title I FHA mortgage loans; (2) as a GNMA I and II Issuer by the Government National Mortgage Association; (3) by the Department of Veteran’s allowance for Affairs (“VA”) to originate and service VA loans; and (4) as a seller/servicer by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to originate and service conventional residential mortgage Loans (each such entity being referred to herein as an “Agency” and, collectively, the “Agencies”). (vi) Except as set forth in Section 3.02(v)(vi) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is now nor has it ever been since December 31, 2010 subject to any fine, suspension, settlement or other Contract or other administrative agreement or sanction by, or any reduction in any loan losses purchase commitment from, any Governmental Entity or Agency relating to the origination, sale or servicing of mortgage or consumer Loans. Neither the Company nor any of its Subsidiaries has received any notice, nor does it have any reason to believe as of the date of this Agreement, that any Agency proposes to limit or terminate the underwriting authority of the Company or any of its Subsidiaries or to increase the guarantee fees payable to any such Governmental Entity or Agency. (vii) Each of the Company and each of its Subsidiaries is in compliance in all material respects with all applicable federal, state and local Laws, rules and regulations, including the Company’s (or Truth-In-Lending Act and Regulation Z, the Bank’s) existing methodology for determining Equal Credit Opportunity Act and Regulation B, the adequacy Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act and all Agency and other investor and mortgage insurance company requirements, relating to the origination, sale and servicing of its allowance for loan losses as well as the Regulatory Agreements (as defined below) mortgage and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsconsumer Loans. (hviii) For purposes To the Knowledge of this Section 3.17:the Company, each Loan included in a pool of Loans originated, acquired or serviced by the Company or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired. To the Knowledge of the Company, no Pools have been improperly certified, and no Loan has been bought out of a Pool without all required approvals of the applicable investors.

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as of the date hereof, neither the Company Neither Buyer nor any of its Subsidiaries is a party to any written or oral loan(i) Loan, loan agreementother than any Loan the unpaid principal balance of which does not exceed $1,000,000, note under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or borrowing arrangement interest or in default of any other provision, or (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsii) (collectively, “Loans”) Loan with any director, executive officer or principal five percent or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company Buyer or any of its Subsidiaries, or to the knowledge of Buyer, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 3.17(a)(ii) 5.23 of the Company Buyer Disclosure Letter Schedule sets forth (xi) all of the Loans in original principal amount in excess of the Company $1,000,000 of Buyer or any of its Subsidiaries that as of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) date of this Agreement are classified by the Company any bank examiner (whether regulatory or any of its Subsidiaries or any regulatory examiner internal) as “"Other Loans Specially Mentioned,” “", "Special Mention,” “", "Substandard,” “", "Doubtful,” “", "Loss,” “", "Classified,” “", "Criticized,” “", "Credit Risk Assets,” “", "Concerned Loans,” “", "Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (yii) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company Buyer and its Subsidiaries that as of the date hereof were of this Agreement are classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31, 2014 and (ziii) each asset of the Company and its Subsidiaries Buyer that as of March 31, 2014 was the date of this Agreement is classified as “"Other Real Estate Owned” " and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i4.26(a) of the Company BancShares Disclosure Letter, as of the date hereofSchedule, neither the Company BancShares nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined Loan in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which BancShares or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that BancShares is a creditor that, as of March 31June 30, 2014 were (A) in default 2020, had an outstanding balance of $10,000,000 or contractually past due more and under the terms of which the obligor was, as of June 30, 2020, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest or on non-accrual status or interest. Set forth in Section 4.26(a) of the BancShares Disclosure Schedule is a true, correct and complete list of (BA) all the Loans of BancShares and its Subsidiaries that, as of June 30, 2020, had an outstanding balance of $10,000,000 and were classified by the Company or any of its Subsidiaries or any regulatory examiner BancShares as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Troubled Debt Restructuring,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and BancShares or any of its Subsidiaries that that, as of March 31June 30, 2014 was 2020, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyBancShares, each Loan of the Company and BancShares or any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to bebe (without any oral amendments or modifications thereto, (ii) to the extent carried on the books and records of BancShares and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens restrictions, claims or Liens, as applicable, which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles the Enforceability Exceptions and (iv) is not subject to any claim as to the extent secured enforcement which been asserted in writing against BancShares, FCB or purported to be secured, the collateral securing each Loan such Subsidiaries for which there is a reasonable possibility of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)an adverse determination. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyBancShares, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company BancShares or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of BancShares 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on BancShares, (i) none of BancShares or any of its Subsidiaries is in breach of any representation or warranty made by it with respect to Loan eligibility requirements under any contract pursuant to which it has originated or securitized a Pool, (ii) each of BancShares and its Subsidiaries has complied with all of its obligations to properly certify or, if required, recertify such Pools in accordance with such contracts and all applicable laws; and (iii) none of BancShares or any of its Subsidiaries has any obligation to repurchase any Loans or interests under the contracts pursuant to which BancShares, FCB or any of their Subsidiaries has sold any Pool, or participations in Pools. (e) There are no outstanding Loans made by BancShares 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 BancShares or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance in all material respects with Regulation O promulgated by the Federal Reserve Board or that are exempt therefrom. (f) The aggregate book value Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on BancShares, neither BancShares, FCB nor any of their Subsidiaries is now or has been since January 1, 2018, subject to any fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the Company’s and its Subsidiaries’ non-performing assets as origination, sale, or servicing of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Lettermortgage or consumer Loans. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except The allowance for loan losses reflected in Camco’s audited statement of financial condition at December 31, 2007 was, and the allowance for loan losses shown on the balance sheets in Camco’s Reports for periods ending after December 31, 2007 will be, adequate in all material respects, as of the dates thereof, under GAAP, and no Regulatory Agencies have required or requested Camco Bank to increase the allowance for loan losses for such periods. (b) As of December 31, 2007, except as set forth in Section 3.17(a)(i) Schedule 3.28 of the Company Camco Disclosure Letter, as of the date hereofSchedules, neither the Company Camco nor any of its Subsidiaries is a party to any written or oral loan, (i) loan agreement, note or borrowing arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (individually, a “Loan” and collectively, “Loans”), under the terms of which the obligor has, as of the date of this Agreement, three consecutive delinquent payments of principal or interest or in default of any other material provision, or (ii) Loans with any director, executive officer or principal ten percent stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company Camco or any of its Subsidiaries. Section 3.17(a)(ii) , or to the knowledge of Camco, any person, corporation or enterprise controlling, controlled by or under common control with any of the Company foregoing. Schedule 3.28 of the Camco Disclosure Letter Schedules sets forth (xi) all of the Loans of the Company Camco or any of its Subsidiaries that as of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) date of this Agreement are classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “ClassifiedWatch List,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, Loan by number; and (yii) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company and Camco or any of its Subsidiaries that as of the date hereof were of this Agreement are classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31category. From the date hereof through the Closing Date, 2014 Camco shall inform First Place in writing, on a monthly basis and (z) each asset within 30 days of the Company and its Subsidiaries prior month end, of any Loan that as becomes classified in the manner described in the previous sentence, or any Loan the classification of March 31, 2014 was classified as “Other Real Estate Owned” and the book value thereofwhich is changed. (bc) Except Each Loan reflected as has not had, and would not reasonably be expected to have, individually or an asset in the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries Camco Reports (i) is evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to becorrect in all material respects, (ii) to the extent secured or purported to be secured, has been secured by valid Liens liens and security interests which have been perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization conveyance and other Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be securedprinciples, the collateral securing in each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (case other than Permitted Liens). (c) Except loans as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation failure to repurchase such Loans or interests therein and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and satisfy the foregoing standards would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with LawsCamco. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as may be set forth in Section 3.17(a)(i4.20(a) of the Company Disclosure Letter, as of the date hereofSchedule, neither the Company nor any of its Subsidiaries is a party to any written or oral loan, (i) loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), other than (x) any Loan the unpaid principal balance of which does not exceed $250,000, under the terms of which the obligor was, as of September 30, 2003, over 90 days delinquent in payment of principal or interest or (y) to the knowledge of the Company, any Loan the unpaid principal balance of which does not exceed $1,000,000 and which the obligor is in material default of any other provision under such Loan (for purposes of this clause (y), the failure of a borrower to deliver financial and other data on a timely basis to the Company as required by the relevant loan agreement shall not deemed a material default), or (ii) Loan with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) five percent or greater shareholder of the Company or any of its Subsidiaries, or to the knowledge of the Company, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 3.17(a)(ii4.20(a) of the Company Disclosure Letter Schedule sets forth (xi) all of the Loans in original principal amount in excess of the Company or its Subsidiaries that as $250,000 of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries that as of September 30, 2003, were classified by any bank examiner (whether regulatory or any regulatory examiner internal) as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the such date hereof and the identity of the borrower thereunder, (yii) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company and its Subsidiaries that as of the date hereof September 30, 2003, were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31, 2014 and (ziii) each asset of the Company and its Subsidiaries that as of March 31September 30, 2014 2003, was classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in To the aggregate, a Material Adverse Effect on knowledge of the Company, each Loan in original principal amount in excess of the Company and any of the Subsidiaries $250,000 (i) is evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens liens and security interests which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization conveyance and other Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)principles. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.26(a) of the Company United Disclosure Letter, as of the date hereofSchedule, neither the Company United nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which United or any Subsidiary of United is a creditor which as of September 30, 2013, had an outstanding balance of $300,000 or more and under the terms of which the obligor was, as of September 30, 2013, over 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal 5% or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company United or any of its Subsidiaries, or to the knowledge of United, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.26(a) of the Company United Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or United and its Subsidiaries that that, as of March 31September 30, 2014 2013, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner United as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and United or any of its Subsidiaries that that, as of March 31September 30, 2014 was 2013, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyUnited, each Loan of the Company United and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of United and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyUnited, the Company has complied with, each outstanding Loan of United and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of United 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) Except as set forth in Section 3.26(d) of the United Disclosure Schedule, none of the agreements pursuant to which United 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) There are no outstanding Loans made by United 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 United or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value Neither United nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, 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 Governmental Entity or Regulatory Agency relating to the Company’s and its Subsidiaries’ non-performing assets as origination, sale or servicing of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Lettermortgage or consumer Loans. (g) The CompanyUnited’s allowance for loan losses is is, and has been since January 1, 2010, in compliance with the CompanyUnited’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under in all such standardsmaterial respects. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as As of the date hereof, neither the Company CrossFirst nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder borrower (as such terms are defined each a “Borrower”) in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which CrossFirst or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that CrossFirst is a creditor which as of March July 31, 2014 were 2024, had an outstanding balance plus unfunded commitments, if any (A) in default collectively, the “Total Borrower Commitment”), of $250,000 or contractually past due more and under the terms of which the Borrower was, as of July 31, 2024, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest interest. Set forth in Section 3.26(a) of the CrossFirst Disclosure Schedule is a true, correct and complete list of (i) all of the Loans of CrossFirst and its Subsidiaries that, as of July 31, 2024, had an outstanding balance of $250,000 or on non-accrual status or more and (BA) were classified by the Company or any of its Subsidiaries or any regulatory examiner CrossFirst as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” ”, “Watch ListWatch” or words of similar import, (B) were the subject of any notice to CrossFirst or any of its Subsidiaries from any obligor of adverse environmental conditions potentially affecting the value of any collateral for such Loan, (C) with respect to which CrossFirst has knowledge of potential violations of any Environmental Laws that may have occurred on the property serving as collateral for such Loan or by any obligor of such Loan and (D) represent an extension of credit to an executive officer or director of CrossFirst or its Subsidiaries or an entity controlled by an executive officer or director of CrossFirst or its Subsidiaries, in each case together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower Borrower thereunder, (y) together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zii) each asset of the Company and CrossFirst or any of its Subsidiaries that that, as of March July 31, 2014 was 2024, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyCrossFirst, each Loan of the Company CrossFirst and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of CrossFirst and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens Liens, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles the Enforceability Exceptions and (iv) to the extent secured or purported to be securedknowledge of CrossFirst, the collateral securing each Loan none of the Company and any Loans of CrossFirst or its Subsidiaries is free subject to any material offset or claim of offset and clear the aggregate loan balances in excess of CrossFirst’s allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all Liens (other than Permitted Liens)uncollectible loans have been charged off. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyCrossFirst, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company CrossFirst or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of CrossFirst 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (fd) The aggregate book value There has been no default on, or forgiveness or waiver of, in whole or in part, any Loan made to an executive officer or director of CrossFirst or its Subsidiaries or an entity controlled by an executive officer or director of CrossFirst or its Subsidiaries during the Company’s and its Subsidiaries’ non-performing assets as of three (3) years immediately preceding the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letterhereof. (ge) The CompanyCrossFirst’s allowance for loan and lease losses is reflected in compliance the financial statements of CrossFirst (including footnotes thereto) was determined on the basis of CrossFirst’s continuing review and evaluation of the portfolio of the Loans of CrossFirst and its Subsidiaries under the requirements of GAAP and applicable law, was established in a manner consistent with CrossFirst’s internal policies, and, in the Company’s (reasonable judgment of CrossFirst, was adequate in all material respects under the requirements of GAAP and all applicable law to provide for possible or specific losses, net of recoveries relating to the Bank’s) existing methodology for determining Loans previously charged-off, on the adequacy Loans of CrossFirst and its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsSubsidiaries. (h) For purposes of this Section 3.17:

Loan Portfolio. (a1) Except as set forth in Section 3.17(a)(i2.2(w)(1) of the Company Disclosure LetterSchedule, as of April 29, 2011, none of the date hereofCompany, neither the Company nor Bank or any of its Subsidiaries Subsidiary is a party to (A) any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), other than any Loan the unpaid principal balance of which does not exceed $50,000, under the terms of which the obligor was, as of March 31, 2011, over 90 days delinquent in payment of principal or interest or in default of any other provision, or (B) Loan in excess of $100,000 with any director, executive officer or principal stockholder (as such terms are defined in Regulation O five percent or greater shareholder of the Federal Reserve (12 C.F.R. Part 215)) Company, the Bank or any Subsidiary, or to the knowledge of the Company Company, any person, corporation or enterprise controlling, controlled by or under common control with any of its Subsidiariesthe foregoing. Section 3.17(a)(ii2.2(w) of the Company Disclosure Letter Schedule sets forth (x) all of the Loans in original principal amount in excess of $100,000 of the Company Company, the Bank or its any of the Subsidiaries that as of March 31, 2014 2011 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries the Bank or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof March 31, 2011 and the identity of the borrower thereunder, (y) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company Company, the Bank and its the Subsidiaries that as of the date hereof March 31, 2011 were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31, 2014 2011 and (z) each asset of the Company and its Subsidiaries or the Bank that as of March 31, 2014 2011 was classified as “Other Real Estate Owned” and the book value thereof. (b2) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Each Loan of the Company, each Loan of the Company and Bank or any of the Subsidiaries (iA) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (iiB) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, perfected and (iiiC) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization conveyance and other Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)principles. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e3) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company Company, the Bank or any of its SubsidiariesSubsidiary), and the relevant Loan files are being maintained, maintained in all material respects in accordance with the relevant loan documents, the Company’s and the Bank’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and in material compliance with all applicable requirements of federal, state and local Laws, regulations and rules. (f4) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets Except as of the date hereof is set forth in Section 3.17(f2.2(w)(4) of the Company Disclosure LetterSchedule, none of the agreements pursuant to which the Company, the Bank or any of the 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. (g5) The Each of the Company’s allowance for , the Bank and the Subsidiaries, as applicable, is approved by and is in good standing: (A) as a supervised mortgagee by the Department of Housing and Urban Development to originate and service Title I FHA mortgage loans; (B) as a GNMA I and II Issuer by the Government National Mortgage Association; (C) by the Department of Veterans Affairs (“VA”) to originate and service VA loans; and (D) as a seller/servicer by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to originate and service conventional residential mortgage Loans (each such entity being referred to herein as an “Agency”). (6) Except as set forth in Section 2.2(w)(6) of the Company Disclosure Schedule, none of the Company, the Bank or any of the Subsidiaries is now nor has it ever been since December 31, 2008 subject to any fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan losses purchase commitment from, any Agency or any federal or state agency relating to the origination, sale or servicing of mortgage or consumer Loans. None of the Company, the Bank or any of the Subsidiaries has received any notice, nor does it have any reason to believe as of the date of this Agreement, that any Agency proposes to limit or terminate the underwriting authority of the Company, the Bank or any of the Subsidiaries or to increase the guarantee fees payable to any such Agency. (7) Each of the Company, the Bank and the Subsidiaries is in compliance in all material respects with all applicable federal, state and local Laws, rules and regulations, including the Company’s (or Truth-In-Lending Act and Regulation Z, the Bank’s) existing methodology for determining Equal Credit Opportunity Act and Regulation B, the adequacy Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act and all Agency and other investor and mortgage insurance company requirements relating to the origination, sale and servicing of its allowance for loan losses as well as the Regulatory Agreements (as defined below) mortgage and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsconsumer Loans. (h8) To the knowledge of the Company, each Loan included in a pool of Loans originated, acquired or serviced by the Company, the Bank or any of the Subsidiaries (a “Pool”) For purposes meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. To the knowledge of this Section 3.17:the Company, no Pools have been improperly certified, and no Loan has been bought out of a Pool without all required approvals of the applicable investors. (9) The information with respect to each Loan set forth in the Loan Tape, and, to the knowledge of the Company, any third party information set forth in the Loan Tape is true, correct and accurate as of the dates specified therein, or, if no such date is indicated therein, as of December 31, 2010. As used herein, “Loan Tape” means a data storage disk produced by the Company from its management information systems regarding the Loans.

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as As of the date hereof, neither the Company Umpqua nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which Umpqua or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that Umpqua is a creditor which as of March 31June 30, 2014 were (A) in default 2021, had an outstanding balance of $5,000,000 or contractually past due more and under the terms of which the obligor was, as of June 30, 2021, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest interest. Set forth in Section 3.25(a) of the Umpqua Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Umpqua and its Subsidiaries that, as of June 30, 2021, had an outstanding balance of $5,000,000 or on non-accrual status or (B) more and were classified by the Company or any of its Subsidiaries or any regulatory examiner Umpqua as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of Loan, together with the date hereof aggregate principal amount and the identity of the borrower thereunderaccrued and unpaid interest on such Loans, (y) by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and Umpqua or any of its Subsidiaries that that, as of March 31June 30, 2014 was 2021, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyUmpqua, each Loan of the Company Umpqua and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Umpqua and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens Liens, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyUmpqua, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company Umpqua or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Umpqua 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i4.17(a) of the Company Alaska Pacific Disclosure LetterSchedule, as of the date hereof, neither the Company Alaska Pacific nor any of its Subsidiaries Alaska Pacific Bank is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30, 2013, over 90 days delinquent in payment of principal or interest or in default of any other provision or (ii) Loan with any director, executive officer or principal stockholder five percent (as such terms are defined in Regulation O 5%) or greater shareholder of Alaska Pacific or Alaska Pacific Bank, or to the Knowledge of Alaska Pacific, any Person, corporation or enterprise controlling, controlled by or under common control with, or an immediate family member of, any of the Federal Reserve (12 C.F.R. Part 215)foregoing. Section 4.17(a) of the Company or any of its Subsidiaries. Section 3.17(a)(ii) of the Company Alaska Pacific Disclosure Letter Schedule sets forth (x) all of the Loans of the Company Alaska Pacific or its Subsidiaries Alaska Pacific Bank that as of March 31June 30, 2014 2013, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company Alaska Pacific or Alaska Pacific Bank or any of its Subsidiaries or any regulatory examiner Bank Regulatory Authority as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Potential Problem Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof June 30, 2013, and the identity of the borrower thereunder, (y) by category of loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company Alaska Pacific and its Subsidiaries Alaska Pacific Bank that as of the date hereof June 30, 2013, were classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31June 30, 2014 2013, and (z) each asset of the Company Alaska Pacific and its Subsidiaries Alaska Pacific Bank that as of March 31June 30, 2014 2013, was classified as “Other Real Estate OwnedOREO” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each Loan of the Company Alaska Pacific and any of the Subsidiaries Alaska Pacific Bank (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is owned by Alaska Pacific and Alaska Pacific Bank free and clear of all liens, claims, and other charges on the Loans, and (iv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization conveyance and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)principles. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company Alaska Pacific has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfiedAlaska Pacific satisfied in all material respects, (i) the CompanyAlaska Pacific’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, regulations and rules, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company Alaska Pacific or any of its SubsidiariesAlaska Pacific Bank, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (ed) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company Alaska Pacific or any of its SubsidiariesAlaska Pacific Bank), and the relevant Loan files are being maintained, maintained in all material respects in accordance with the relevant loan documents, the CompanyAlaska Pacific’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Lawslaws, regulations and rules. (fe) The aggregate book value of the CompanyAlaska Pacific’s and its Subsidiaries’ Alaska Pacific Bank’s non-performing assets as of the date hereof June 30, 2013, is set forth in Section 3.17(f4.17(e) of the Company Alaska Pacific Disclosure LetterSchedule. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (hf) For purposes of this Section 3.174.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.26(a) of the Company Patriot Disclosure Letter, as of the date hereofSchedule, neither the Company Patriot nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Patriot or any Subsidiary of Patriot is a creditor which as of March 31, 2015, had an outstanding balance of $250,000 or more and under the terms of which the obligor was, as of March 31, 2015, over 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal stockholder (as such terms are defined in Regulation O 5% or greater shareholder of the Federal Reserve (12 C.F.R. Part 215)) of the Company Patriot or any of its Subsidiaries, or to the knowledge of Patriot, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.26(a) of the Company Patriot Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or Patriot and its Subsidiaries that that, as of March 31, 2014 2015, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner Patriot as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category and (B) each asset of Patriot or any of its Subsidiaries that, as of March 31, 2014 and (z) each asset of the Company and its Subsidiaries that as of March 312015, 2014 was is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyPatriot, each Loan of the Company Patriot and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Patriot and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcythe Enforceability Exceptions. Notwithstanding the foregoing, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to no representation or affecting creditors’ rights and to general equity principles and (iv) warranty is made as to the extent secured or purported to be secured, the sufficiency of collateral securing each Loan or the collectability of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Loans. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyPatriot, the Company has complied with, each outstanding Loan of Patriot and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Patriot 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) Except as set forth in Section 3.26(d) of the Patriot Disclosure Schedule, none of the agreements pursuant to which Patriot 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) There are no outstanding Loans made by Patriot 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 Patriot or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy Neither Patriot nor any of its allowance for Subsidiaries is now nor has it ever been since January 1, 2013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.25(a) of the Company Anchor Disclosure Letter, as of the date hereofSchedule, neither the Company Anchor nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, letters of credit, interest rate swaps, commitments, guarantees and guarantees, interest-bearing assets, and other extensions of credit) (collectively, “Loans”) in which Anchor or any Subsidiary of Anchor is a creditor which as of September 30, 2015, had an outstanding balance of $5,000,000 or more and under the terms of which the obligor was, as of September 30, 2015, over 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal stockholder (as such terms are defined in Regulation O 5% or greater shareholder of the Federal Reserve (12 C.F.R. Part 215)) of the Company Anchor or any of its Subsidiaries, or to the knowledge of Anchor, any affiliate of any of the foregoing. Section 3.17(a)(ii3.25(a) of the Company Anchor Disclosure Letter Schedule sets forth (x) a true, correct and complete list of all of the Loans of the Company or Anchor and its Subsidiaries that that, as of March 31September 30, 2014 were (A) in default or contractually past due ninety (90) days 2015, had an outstanding balance of $5,000,000 or more with respect to the payment or principal or interest or on non-accrual status or (B) and were classified by the Company or any of its Subsidiaries or any regulatory examiner Anchor as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) by category of loan (i.e., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31September 30, 2014 and (z) each asset of the Company and its Subsidiaries that as of March 31, 2014 was classified as “Other Real Estate Owned” and the book value thereof2015. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each Loan of the Company Anchor and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Anchor and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, Liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) of Anchor and its Subsidiaries was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Anchor 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (fd) The aggregate book value There are no outstanding Loans made by Anchor or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Company’s and Federal Reserve Board) of Anchor or its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is , other than Loans that are subject to and that were made and continue to be in compliance with the Company’s (Regulation O or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsthat are exempt therefrom. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.27(a) of the Company HopFed Disclosure Letter, as of the date hereofSchedule, neither the Company HopFed nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsassets or any other extension of credit) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which HopFed or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that HopFed is a creditor which as of March 31September 30, 2014 were (A) in default 2018, had an outstanding balance of $250,000 or contractually past due more and under the terms of which the obligor was, as of September 30, 2018, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest or on non-accrual status or interest. Set forth in Section 3.27(a) of the HopFed Disclosure Schedule is a true, correct and complete list of (BA) all of the Loans of HopFed and its Subsidiaries that, as of September 30, 2018, were classified by the Company or any of its Subsidiaries or any regulatory examiner HopFed as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and HopFed or any of its Subsidiaries that that, as of March 31September 30, 2014 was 2018, is classified as “Other Real Estate Owned” (“OREO”) and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyHopFed, each Loan of the Company HopFed and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of HopFed and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyHopFed, the Company has complied with, each outstanding Loan of HopFed and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of HopFed 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) Except as set forth in Section 3.27(d) of the HopFed Disclosure Schedule, none of the agreements pursuant to which HopFed 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) There are no outstanding Loans made by HopFed 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 HopFed or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy Neither HopFed nor any of its allowance for Subsidiaries is now nor has it ever been since December 31, 2013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i4.26(a) of the Company MB Disclosure LetterSchedule or Loans covered under loss share agreements with the FDIC, as of receiver, or Loans purchased from the date hereofFDIC, neither the Company MB nor any of its Subsidiaries is a party to (i) any written or oral loanLoan in which MB or any Subsidiary of MB is a creditor which as of June 30, loan agreement2013, note had an outstanding balance of $1,000,000 or borrowing arrangement more and under the terms of which the obligor was, as of June 30, 2013, over ninety (including leases, credit enhancements, commitments, guarantees and interest-bearing assets90) days or more delinquent in payment of principal or interest or (collectively, “Loans”ii) Loans with any director, executive officer or principal 5% or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company MB or any of its Subsidiaries, or to the knowledge of MB, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii4.26(a) of the Company MB Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or MB and its Subsidiaries that that, as of March 31June 30, 2014 2013, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner MB as “"Other Loans Specially Mentioned,” “" "Special Mention,” “" "Substandard,” “" "Doubtful,” “" or "Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof thereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and MB or any of its Subsidiaries that that, as of March 31June 30, 2014 2013, was classified as “"Other Real Estate Owned” " and the book value thereofthereof (other than those covered under loss share agreements with the FDIC, as receiver, or purchased from the FDIC). (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyMB, each Loan of the Company MB and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of MB and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyMB, the Company has complied with, each outstanding Loan of MB and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of MB 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) Except as set forth in Section 4.26(d) of the MB Disclosure Schedule, none of the agreements pursuant to which MB 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) There are no outstanding Loans made by MB 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 MB or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy Neither MB nor any of its allowance for Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i4.25(a) of the Company Wxxxxxx Disclosure Letter, as of the date hereofSchedule, neither the Company Wxxxxxx nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined Loan in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which Wxxxxxx or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that Wxxxxxx is a creditor which as of March December 31, 2014 were (A) in default 2020, had an outstanding balance of $10,000,000 or contractually past due more and under the terms of which the obligor was, as of December 31, 2020, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest interest. Set forth in Section 4.25(a) of the Wxxxxxx Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Wxxxxxx and its Subsidiaries that, as of December 31, 2020, had an outstanding balance of $10,000,000 or on non-accrual status or (B) more and were classified by the Company or any of its Subsidiaries or any regulatory examiner Wxxxxxx as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and Wxxxxxx or any of its Subsidiaries that that, as of March December 31, 2014 was 2020, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyWxxxxxx, each Loan of the Company Wxxxxxx and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Wxxxxxx and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens Liens, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyWxxxxxx, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company Wxxxxxx or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Wxxxxxx 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.25(a) of the Company Brookline Disclosure Letter, as of the date hereofSchedule, neither the Company Brookline nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any directorborrower (each, executive officer or principal stockholder (as such terms are defined a “Borrower”) in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which Brookline or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that Brookline is a creditor which as of March 31September 30, 2014 were 2024, had an outstanding balance plus unfunded commitments, if any (A) in default collectively, the “Total Borrower Commitment”), of $10,000,000 or contractually past due more and under the terms of which the Borrower was, as of September 30, 2024, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest interest. Set forth in Section 3.25(a) of the Brookline Disclosure Schedule is a true, correct and complete list in all material respects of (A) all of the Loans of Brookline and its Subsidiaries that, as of September 30, 2024, had an outstanding balance of $20,000,000 or on non-accrual status or (B) more and were classified by the Company or any of its Subsidiaries or any regulatory examiner Brookline as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and Brookline or any of its Subsidiaries that that, as of March 31September 30, 2014 was 2024, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyBrookline, each Loan of the Company Brookline and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness (including, as applicable, lost note affidavits) that are true, genuine and what they purport to bebe in all material respects, (ii) to the extent carried on the books and records of Brookline and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens Liens, as applicable, which have been perfected, perfected or are in the process of being recorded and perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyBrookline, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company Brookline or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Brookline 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth would not have, either individually or in Section 3.17(a)(i) of the Company Disclosure Letteraggregate, as of a Material Adverse Effect on the date hereofCompany, neither the Company nor any of its Subsidiaries is a party to any written or oral each loan, loan agreement, note or borrowing arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company and its Subsidiaries (i) is evidenced by notes, agreements or any other evidences of its Subsidiaries. Section 3.17(a)(iiindebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of the Company Disclosure Letter sets forth and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected (xiii) all is the legal, valid and binding obligation of the Loans obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions, and (iv) has been made in the ordinary course of business, consistent with past practice, and in accordance with Company Bank’s credit policies and procedures. No Loan that has as of the Company date hereof an outstanding balance of $1,000,000 or its Subsidiaries more and that as of March 31, 2014 were (A) in default or contractually past due was not over ninety (90) days or more with respect to the delinquent in payment or of principal or interest as of June 30, 2023, is as of the date hereof over ninety (90) days or on non-accrual status more delinquent in payment of principal or interest, or (B) was not classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount as of and accrued and unpaid interest on each such Loan June 30, 2023, is as of the date hereof and the identity of the borrower thereunder, (y) by category of loan (i.e., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (z) each asset of the Company and its Subsidiaries that as of March 31, 2014 was classified as “Other Real Estate Owned” and the book value thereofso classified. (b) Except as has not hadwould not, and would not reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect on the Company, each outstanding Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (fc) The aggregate book value of Except as would not, either individually or in the aggregate, have a Material Adverse Effect on the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of , neither the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy nor any of its allowance for Subsidiaries is now nor has it ever been since January 1, 2021, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) 4.25 of the Company Disclosure Letter, as of the date hereofSchedule, neither the Company nor any of its Subsidiaries is a party to any written or oral loan, (i) loan agreement, note or borrowing arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “"Loans”"), other than any Loan the unpaid principal balance of which does not exceed $50,000, under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest or in default of any other provision, or (ii) Loan with any director, executive officer or principal five percent or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, or to the knowledge of the Company, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 3.17(a)(ii) 4.25 of the Company Disclosure Letter Schedule sets forth (xi) all of the Loans in original principal amount in excess of the Company or its Subsidiaries that as $50,000 of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries that as of the date of this Agreement are classified by any bank examiner (whether regulatory or any regulatory examiner internal) as “"Other Loans Specially Mentioned,” “", "Special Mention,” “", "Substandard,” “", "Doubtful,” “", "Loss,” “", "Classified,” “", "Criticized,” “", "Credit Risk Assets,” “", "Concerned Loans,” “", "Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (yii) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company and its Subsidiaries that as of the date hereof were of this Agreement are classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31, 2014 and (ziii) each asset of the Company and its Subsidiaries that as of March 31, 2014 was the date of this Agreement is classified as “"Other Real Estate Owned” " and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or . The Company shall promptly inform Buyer in writing of any Loan that becomes classified in the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or manner described in the aggregateprevious sentence, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any Loan the classification of its Subsidiarieswhich is changed, on the one hand, and at any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of time after the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:Agreement.

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.25(a) of the Company Disclosure Letter, as of the date hereofSchedule, neither the Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which the Company or any Subsidiary of the Company is a creditor which as of September 30, 2015, had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30, 2015, over ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal 5% or greater stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, or to the knowledge of the Company, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii3.25(a) of the Company Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or and its Subsidiaries that that, as of March 31September 30, 2014 2015, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount, principal write-off amount and net principal of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount, principal write-off amount and net principal of such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31, 2014 and (zB) each asset of the Company and or any of its Subsidiaries that that, as of March 31September 30, 2014 was 2015, is classified as “Other Real Estate Owned” and the book value thereof. The foregoing lists shall not be considered disclosed for any other purposes of the Agreement. (b) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, each Loan of the Company and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of the Company and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, each outstanding Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of and its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) Except as set forth in Section 3.25(d) of the Company Disclosure Schedule, 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 and the Company is not aware of any claim for any such repurchase. (e) There are no outstanding 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, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of Neither the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy nor any of its allowance for Subsidiaries is (i) now nor has it ever been since December 31, 2012, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements origination, sale or servicing of mortgage or consumer Loans, and (as defined belowii) and the standards established aware of any claim, proceeding or investigation with respect thereto by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsany person. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.26(a) of the Company MidSouth Disclosure Letter, as of the date hereofSchedule, neither the Company MidSouth nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which MidSouth or any Subsidiary of MidSouth is a creditor which as of December 31, 2018, had an outstanding balance of $500,000 or more and under the terms of which the obligor was, as of December 31, 2018, over 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal stockholder shareholder of MidSouth or any of its Subsidiaries (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215). Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.26(a) of the Company or any of its Subsidiaries. Section 3.17(a)(ii) of the Company MidSouth Disclosure Letter Schedule sets forth (x) a true, correct and complete list of all of the Loans of the Company or MidSouth and its Subsidiaries that that, as of March December 31, 2014 were (A) in default or contractually past due ninety (90) days 2018, had an outstanding balance of $500,000 or more with respect to the payment or principal or interest or on non-accrual status or (B) and were classified by the Company or any of its Subsidiaries or any regulatory examiner MidSouth as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) by category of loan (i.e., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31, 2014 and (z) each asset of the Company and its Subsidiaries that as of March 31, 2014 was classified as “Other Real Estate Owned” and the book value thereofsuch date. (b) Except as has not had, and would not reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyMidSouth, each outstanding Loan of the Company MidSouth and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of MidSouth and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens Liens, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth would not reasonably be likely to have, either individually or in Section 3.17(cthe aggregate, a Material Adverse Effect on MidSouth, each outstanding Loan of MidSouth 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 or other credit or security documents, the applicable written underwriting standards of MidSouth and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the Company Disclosure Letterapplicable investors) and with all applicable federal, state and local laws, regulations and rules. (id) none None of the agreements pursuant to which the Company MidSouth 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 and (ii) no demand or request has been made to repurchase solely on account of a payment default by the obligor on any such Loan. (de) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced There are no outstanding Loans made by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company MidSouth or any of its Subsidiaries has violated to any “executive officer” or has not complied with the applicable underwriting standards with respect to mortgage loans sold other “insider” (as each such term is defined in Regulation O promulgated by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authorityFederal Reserve Board) of the Company MidSouth or any of its Subsidiaries, or (C) indicated other than Loans that are subject to and that were made and continue to be in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company Regulation O or any of its Subsidiaries), and the relevant Loan files that are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Lawsexempt therefrom. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy Neither MidSouth nor any of its allowance for Subsidiaries is now, nor has it ever been since January 1, 2016, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i4.25(a) of the Company First Horizon Disclosure Letter, as of the date hereofSchedule, neither the Company First Horizon nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined Loan in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which First Horizon or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that First Horizon is a creditor that, as of March 31September 30, 2014 were (A) in default 2019, had an outstanding balance of $5,000,000 or contractually past due more and under the terms of which the obligor was, as of September 30, 2019, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest or on non-accrual status or interest. Set forth in Section 4.25(a) of the First Horizon Disclosure Schedule is a true, correct and complete list of (BA) all of the Loans of First Horizon and its Subsidiaries that, as of September 30, 2019, had an outstanding balance of $5,000,000 and were classified by the Company or any of its Subsidiaries or any regulatory examiner First Horizon as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31category, 2014 and (zB) each asset of the Company and First Horizon or any of its Subsidiaries that that, as of March 31September 30, 2014 was 2019, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyFirst Horizon, each Loan of the Company and First Horizon or any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of First Horizon and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyFirst Horizon, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company First Horizon or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of First Horizon 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) In FFY's reasonable judgment, the allowance for loan losses reflected in FFY's audited statement of condition at June 30, 1999 was, and the allowance for loan losses shown on the balance sheets in its Reports for periods ending after June 30, 1999 have been and will be, adequate in all material respects, as of the dates thereof, under GAAP, and no Regulatory Agencies have required or requested FFY to increase the allowance for loan losses for such periods. (b) Except as set forth in Section 3.17(a)(i) 3.28 of the Company FFY Disclosure Letter, as of the date hereofSchedule, neither the Company FFY nor any of its Subsidiaries is a party to any written or oral loan, (i) loan agreement, note or borrowing arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-interest- bearing assets) (collectively, “"Loans”"), other than Loans the unpaid principal balance of which does not exceed $175,000, under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest or in default of any other provision, or (ii) Loans with any director, executive officer or principal ten percent stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company FFY or any of its Subsidiaries, or to the best knowledge of FFY, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 3.17(a)(ii) 3.28 of the Company FFY Disclosure Letter Schedule sets forth (xi) all of the Loans in original principal amount in excess of the Company $175,000 of FFY or any of its Subsidiaries that as of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) date of this Agreement are classified by the Company any bank examiner (whether regulatory or any of its Subsidiaries or any regulatory examiner internal) as “"Other Loans Specially Mentioned,” “" "Special Mention,” “" "Substandard,” “" "Doubtful,” “" "Loss,” “" "Classified,” “" "Criticized,” “" "Credit Risk Assets,” “" "Concerned Loans,” “" "Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, and (yii) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company FFY and its Subsidiaries that as of the date hereof were of this Agreement are classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as category. FFY shall promptly inform First Place in writing of March 31, 2014 and (z) each asset of the Company and its Subsidiaries any Loan that as of March 31, 2014 was becomes classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or manner described in the aggregateprevious sentence, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any Loan the classification of its Subsidiarieswhich is changed, on the one hand, and at any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of time after the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:Agreement.

Loan Portfolio. (a) In First Place's reasonable judgment, the allowance for loan losses reflected in First Place's audited statement of condition at June 30, 1999 was, and the allowance for loan losses shown on the balance sheets in its Reports for periods ending after June 30, 1999 have been and will be, adequate in all material respects, as of the dates thereof, under GAAP, and no Regulatory Agencies have required or requested First Place to increase the allowance for loan losses for such periods. (b) Except as set forth in Section 3.17(a)(i) 4.28 of the Company First Place Disclosure Letter, as of the date hereofSchedule, neither the Company First Place nor any of its Subsidiaries is a party to any written or oral loan(i) Loan, loan agreementother than Loans the unpaid principal balance of which does not exceed $175,000, note under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or borrowing arrangement interest or in default of any other provision, or (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsii) (collectively, “Loans”) Loans as of the date of this Agreement with any director, executive officer or principal ten percent stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company First Place or any of its Subsidiaries, or to the best knowledge of First Place, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 3.17(a)(ii) 4.28 of the Company First Place Disclosure Letter Schedule sets forth (xi) all of the Loans in original principal amount in excess of the Company $175,000 of First Place or any of its Subsidiaries that as of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) date of this Agreement are classified by the Company any bank examiner (whether regulatory or any of its Subsidiaries or any regulatory examiner internal) as “"Other Loans Specially Mentioned,” “", "Special Mention,” “", "Substandard,” “", "Doubtful,” “", "Loss,” “", "Classified,” “", "Criticized,” “", "Credit Risk Assets,” “", "Concerned Loans,” “", "Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, and (yii) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company First Place and its Subsidiaries that as of the date hereof were of this Agreement are classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as category. First Place shall promptly inform FFY in writing of March 31, 2014 and (z) each asset of the Company and its Subsidiaries any loan that as of March 31, 2014 was becomes classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or manner described in the aggregateprevious sentence, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any Loan the classification of its Subsidiarieswhich is changed, on the one hand, and at any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of time after the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:Agreement.

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i4.22(a) of the Company Green Disclosure Letter, as of the date hereofSchedule, neither the Company Green nor any of its Subsidiaries is a party to any written or oral loan(i) Loans in which Green or any Subsidiary of Green is a creditor which as of March 31, loan agreement2015, note had an outstanding balance of $250,000 or borrowing arrangement more and under the terms of which the obligor was, as of March 31, 2015, over 90 days or more delinquent in payment of principal or interest, or (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsii) (collectively, “Loans”) Loans with any director, executive officer or principal stockholder (as such terms are defined in Regulation O 5% or greater shareholder of the Federal Reserve (12 C.F.R. Part 215)) of the Company Green or any of its Subsidiaries, or to the knowledge of Green, any affiliate of any of the foregoing. Set forth in Section 3.17(a)(ii4.22(a) of the Company Green Disclosure Letter sets forth Schedule is a true, correct and complete list of (xA) all of the Loans of the Company or Green and its Subsidiaries that that, as of March 31, 2014 2015, were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) classified by the Company or any of its Subsidiaries or any regulatory examiner Green as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category and (B) each asset of Green or any of its Subsidiaries that, as of March 31, 2014 and (z) each asset of the Company and its Subsidiaries that as of March 312015, 2014 was is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyGreen, each Loan of the Company Green and any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Green and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcythe Enforceability Exceptions. Notwithstanding the foregoing, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to no representation or affecting creditors’ rights and to general equity principles and (iv) warranty is made as to the extent secured or purported to be secured, the sufficiency of collateral securing each Loan or the collectability of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Loans. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyGreen, the Company has complied with, each outstanding Loan of Green and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of Green 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (d) Except as set forth in Section 4.22(d) of the Green Disclosure Schedule, none of the agreements pursuant to which Green 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) There are no outstanding Loans made by Green 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 Green or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy Neither Green nor any of its allowance for Subsidiaries is now nor has it ever been since January 1, 2013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan losses as well as purchase commitment from, any Governmental Entity or Regulatory Agency relating to the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardsorigination, sale or servicing of mortgage or consumer Loans. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except In BCB’s reasonable judgment, the allowance for loan losses reflected in BCB’s audited statement of financial condition at December 31, 2008 was, and the allowance for loan losses shown on the balance sheets in BCB’s Reports for periods ending after December 31, 2008 have been and will be, adequate in all material respects, as of the dates thereof, under GAAP, and no Regulatory Agencies have required or requested BCB to increase the allowance for loan losses for such periods. (b) As of December 31, 2008, except as set forth in Section 3.17(a)(iSchedule 4.28(b) of the Company BCB Disclosure Letter, as of the date hereofSchedules, neither the Company BCB nor any of its Subsidiaries is a party to any written or oral loan(i) Loan, loan agreementunder the terms of which the obligor is, note as of the date of this Agreement, over 90 days delinquent in payment of principal or borrowing arrangement interest or in default of any other material provision, or (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsii) (collectively, “Loans”) Loans with any director, executive officer or principal ten percent stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company BCB or any of its Subsidiaries, or to the knowledge of BCB, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 3.17(a)(iiSchedule 4.28(b) of the Company BCB Disclosure Letter Schedules sets forth (xi) all of the Loans of the Company BCB or any of its Subsidiaries that as of March 31, 2014 were (A) in default or contractually past due ninety (90) days or more with respect to the payment or principal or interest or on non-accrual status or (B) date of this Agreement are classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” or “Watch List,” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, Loan by number; and (yii) by category of loan Loan (i.e., commercial, consumer, etc.), all of the other Loans of the Company and BCB or any of its Subsidiaries that as of the date hereof were of this Agreement are classified as provided in clause (x)(B)such, together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31, 2014 and (z) each asset of the Company and its Subsidiaries that as of March 31, 2014 was classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Loan of the Company and any of the Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured or purported to be secured, has been secured by valid Liens which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens). (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loancategory. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries), and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of From the date hereof is set forth through the Closing Date, BCB shall inform Pamrapo in Section 3.17(f) writing, on a monthly basis and within 30 days of the Company Disclosure Letterprior month end, of any Loan that becomes classified in the manner described in the previous sentence, or any Loan the classification of which is changed. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except as set forth in Section 3.17(a)(i) of the Company Disclosure Letter, as As of the date hereof, except as set forth on Company Disclosure Schedule 3.23(a), neither the Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with in which Company or any directorSubsidiary of Company is a creditor which as of July 31, 2023 had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of July 31, 2023, over sixty (60) days or more delinquent in payment of principal or interest, or (ii) “extensions of credit” to any “executive officer officer” or principal stockholder other “insider” of Company or any of its Subsidiaries (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) . Each “extension of the credit” to any such “executive officer” or other “insider” of Company or any of its SubsidiariesSubsidiaries subject to 12 C.F.R. Part 215 was made and continues to be in compliance with 12 C.F.R. Part 215 or is exempt therefrom. Section 3.17(a)(ii) of the Except as such disclosure may be limited by any applicable law, rule or regulation, Company Disclosure Letter Schedule 3.23(a) sets forth a true, correct and complete list of (xA) all of the Loans of the Company or and its Subsidiaries that that, as of March July 31, 2014 were (A) in default or contractually past due ninety (90) days 2023 had an outstanding balance of $1,000,000 or more with respect to the payment or principal or interest or on non-accrual status or (B) and were classified by the Company or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar importimport (the “Company Classified Loans”), together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof Loan, and the identity of the borrower thereunder, (y) by category of loan (i.e., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any and accrued and unpaid interest on such Loans by category as of March 31, 2014 such date and (zB) each asset of the Company and or any of its Subsidiaries that that, as of March July 31, 2014 2023, had a carrying value of $250,000 or more and was classified as “Other Real Estate Owned” and the book carrying value thereof. (b) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, each outstanding Loan of the Company and any of the or its Subsidiaries (i) is evidenced by notes, lost note affidavits, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Company and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens Liens, which have been perfected, except for security instruments which have been submitted for recording and have not been recorded, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating the Enforceability Exceptions as they relate to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)affect such obligor. (c) Except as set forth would not reasonably be expected to have, either individually or in Section 3.17(cthe aggregate, a Material Adverse Effect on Company, each outstanding Loan of Company or 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 or other credit or security documents, the applicable written underwriting standards of Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the Company Disclosure Letterapplicable investors) and with all applicable federal, state and local laws, regulations and rules. (id) none 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 and solely on account of a payment default (iiother than early payment defaults) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in obligor on any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Lawssuch Loan. (e) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Neither Company or nor any of its Subsidiaries)Subsidiaries is now, and nor has it ever been since December 31, 2019, subject to any material fine, suspension, settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment, any Governmental Authority relating to the relevant Loan files are being maintainedorigination, in all material respects in accordance with the relevant loan documentssale or servicing of mortgage, the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Lawscommercial or consumer Loans. (f) The aggregate book value With respect to each Company Loan Property having an outstanding principal balance as of June 30, 2023 greater than $5,000,000, Company (or its applicable Subsidiary), has received an American Land Title Association lender’s title insurance policy, which was issued by a nationally recognized title insurance company qualified to do business in the jurisdiction where the applicable Company Loan Property is located, covering the portion of such Company Loan Property and insuring that the related mortgage is a valid lien in the original principal amount of the Companyrelated Loan on the obligor’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth fee simple interest (or, if applicable, leasehold interest) in Section 3.17(f) of the such Company Disclosure LetterLoan Property, subject only to any Permitted Liens. (g) The Company’s allowance for loan losses is in compliance with the Company’s Company (or its applicable Subsidiary) has asked for representations from borrowers similar in substance to the Bank’s) existing methodology representations set forth in Section 3.19 herein, and/or has conducted due diligence with respect to each Company Loan Property, in a manner consistent with industry practice at the time the loan was granted for determining secured loan transactions of the adequacy size and type of its allowance the loan for loan losses which such Company Loan Property was granted as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standardssecurity. (h) For purposes of this Section 3.17:

Loan Portfolio. (a) Except As of the date hereof, except as set forth in Section 3.17(a)(i3.25(a) of the Company IBKC Disclosure Letter, as of the date hereofSchedule, neither the Company IBKC nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any director, executive officer or principal stockholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company which IBKC or any Subsidiary of its Subsidiaries. Section 3.17(a)(ii) of the Company Disclosure Letter sets forth (x) all of the Loans of the Company or its Subsidiaries that IBKC is a creditor that, as of March 31September 30, 2014 were (A) in default 2019, had an outstanding balance of $5,000,000 or contractually past due more and under the terms of which the obligor was, as of September 30, 2019, over ninety (90) days or more with respect to the delinquent in payment or of principal or interest or on non-accrual status or interest. Set forth in Section 3.25(a) of the IBKC Disclosure Schedule is a true, correct and complete list of (BA) all of the Loans of IBKC and its Subsidiaries that, as of September 30, 2019, had an outstanding balance of $5,000,000 and were classified by the Company or any of its Subsidiaries or any regulatory examiner IBKC as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan as of the date hereof and the identity of the borrower thereunder, (y) together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of loan Loan (i.e.e.g., commercial, consumer, etc.), all other Loans of the Company and its Subsidiaries that as of the date hereof were classified as provided in clause (x)(B), together with the aggregate principal amount of any accrued and unpaid interest on such Loans by category as of March 31category, 2014 and (zB) each asset of the Company and IBKC or any of its Subsidiaries that that, as of March 31September 30, 2014 was 2019, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyIBKC, each Loan of the Company and IBKC or any of the its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of IBKC and its Subsidiaries as secured or purported to be securedLoans, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iv) to the extent secured or purported to be secured, the collateral securing each Loan of the Company and any of its Subsidiaries is free and clear of all Liens (other than Permitted Liens)Enforceability Exceptions. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, (i) none of the agreements pursuant to which the Company 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 and (ii) no demand or request has been made to repurchase any Loan. (d) Except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the CompanyIBKC, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval each outstanding Loan of any mortgage loan originated, purchased or serviced by the Company satisfied, (i) the Company’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), (ii) all applicable requirements of federal, state and local Laws, (iii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company or any of its Subsidiaries, on the one hand, and any Agency, Loan Investor or Insurer, on the other hand, (iv) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer, and (v) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. Since January 1, 2012, no Agency, Loan Investor or Insurer has (A) claimed in writing that the Company IBKC or any of its Subsidiaries has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Company or any of its Subsidiaries, or (C) indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to the Company’s or any of its Subsidiaries’ compliance with Laws. (e) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and serviced (to the extent administered and serviced by the Company or any of its Subsidiaries)and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, the Company’s written underwriting standards of IBKC 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 applicable requirements of federal, state and local Lawslaws, regulations and rules. (f) The aggregate book value of the Company’s and its Subsidiaries’ non-performing assets as of the date hereof is set forth in Section 3.17(f) of the Company Disclosure Letter. (g) The Company’s allowance for loan losses is in compliance with the Company’s (or the Bank’s) existing methodology for determining the adequacy of its allowance for loan losses as well as the Regulatory Agreements (as defined below) and the standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is adequate under all such standards. (h) For purposes of this Section 3.17: