Common use of Loan Portfolio Clause in Contracts

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with respect to each loan owned by Parent or its Subsidiaries in whole or in part (each, a “Parent Loan”): (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parent; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parent; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 4.18(b) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- bearing assets), under the terms of which the obligor was, as of June 30, 2024, over 90 days delinquent in payment of principal or interest. Section 4.18(b) of the Parent Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its Subsidiaries that as of the date of Parent’s Bank’s most recent bank examination, were classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in the Parent Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respects, and the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parentthe Company, with respect to each loan owned by Parent the Company or its Subsidiaries in whole or in part (each, a “Parent Loan”): (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent the Company nor any of its Subsidiaries nor to the Knowledge of Parent the Company any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent the Company or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s the Company's applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parentthe Company or the Company’s Bank; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent the Company threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parentthe Company or the Company’s Bank; (vi) there is no pending or to the Knowledge of Parent the Company threatened litigation or proceeding relating to the property that serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 4.18(b3.20(b) of the Parent Company Disclosure Schedule, neither Parent the Company nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- bearing assets), under the terms of which the obligor was, as of June 30, 2024, over 90 days delinquent in payment of principal or interest. Section 4.18(b3.20(b) of the Parent Company Disclosure Schedule sets forth (a) all of the Parent Loans of Parent the Company or any of its Subsidiaries that as of the date of Parentthe Company’s Bank’s most recent bank examination, were classified by Parentthe Company, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent the Company and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent the Company that as of June 30, 2024, was classified as OREO “Other Real Estate Owned” (“OREO”) and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in the Parent Company Financial Statements as of June 30, 2024, 2024 was adequate pursuant to GAAP in all material respects, and the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Company Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Company Regulatory Agencies. (d) The Company has made available to Parent a schedule setting forth a list of all Loans as of August 31, 2024 by the Company and its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of the Company or any of its Subsidiaries. Except as set forth in Section 4.18(d3.20(d) of the Parent Company Disclosure Schedule, (i) there are no employee, officer, director or other Affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate which was below market at the time the Loan was made; and (ii) all such Loans are and were made in compliance in all material respects with all applicable Laws. (e) Except as set forth in Section 3.20(e) of the Company Disclosure Schedule, none of the agreements pursuant to which Parent the Company or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent CNYF or its Subsidiaries in whole or in part (each, a “Parent "Loan”):"), to the best knowledge of CNYF: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent CNYF nor any of its Subsidiaries Subsidiaries, nor to the Knowledge of Parent any prior holder of a Parent Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent CNYF or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s CNYF's applicable participation interest, as applicable), except as otherwise referenced on the books and records of ParentCNYF; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of ParentCNYF; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding pending or threatened relating to the property that serves as security for a Parent Loan that would have a Material Adverse Effect upon the related Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Except The allowance for possible losses reflected in CNYF's audited statement of condition at December 31, 1998 was, and the allowance for possible losses shown on the balance sheets in CNYF's Securities Documents for periods ending after December 31, 1998 have been and will be, adequate, as set forth in Section 4.18(b) of the Parent Disclosure Scheduledates thereof, neither Parent nor any under GAAP. (c) CNYF DISCLOSURE SCHEDULE 3.15 sets forth by category the amounts of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitationall loans, leases, advances, credit enhancements, commitmentsother extensions of credit, guarantees commitments and interest- interest-bearing assets), under the terms assets of which the obligor was, as of June 30, 2024, over 90 days delinquent in payment of principal or interest. Section 4.18(b) of the Parent Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of CNYF and its Subsidiaries that as of the date of Parent’s Bank’s most recent bank examination, were have been classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “"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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent CNYF and its Subsidiaries that as shall promptly after the end of June 30, 2024, were categorized as such, together with any month inform Niagara Bancorp of any such classification arrived at any time after the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and date hereof. The other real estate owned (d"OREO") each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in the Parent Financial Statements as any non-performing assets of June 30, 2024, was adequate pursuant to GAAP in all material respects, and the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent CNYF or any of its Subsidiaries has sold Parent Loans is carried net of reserves at the lower of cost or pools of Parent Loans fair value, less estimated selling costs, based on current independent appraisals or participations in Parent Loans evaluations or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans current management appraisals or interests therein solely on account of a payment default by evaluations; provided, however, that "current" shall mean within the obligor on any such Parent Loanpast 12 months.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent PFC or its any of the PFC Subsidiaries in whole or in part (each, a “Parent "Loan”):"), to the best knowledge of PFC: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent PFC nor any of its Subsidiaries the PFC Subsidiaries, nor to the Knowledge of Parent any prior holder of a Parent Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent PFC or a any PFC Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s PFC's applicable participation interest, as applicable), except as otherwise referenced on the books and records of ParentPFC; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of ParentPFC and its Subsidiaries; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding pending or threatened relating to the property that serves as security for a Parent Loan that would have a Material Adverse Effect upon the related Loan, except as otherwise disclosed by documents in the applicable Loan file; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited otherwise disclosed by general principles of equity whether applied documents in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe applicable Loan file. (b) Except The allowance for possible losses reflected in PFC's audited statement of condition at September 30, 1999 was, and the allowance for possible losses shown on the balance sheets in PFC's Securities Documents for periods ending after September 30, 1999 have been and will be, adequate, as set forth in Section 4.18(b) of the Parent Disclosure Scheduledates thereof, neither Parent nor any under GAAP. (c) PFC DISCLOSURE SCHEDULE 3.15 sets forth by category the amounts of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitationall loans, leases, advances, credit enhancements, commitmentsother extensions of credit, guarantees commitments and interest- interest-bearing assets), under assets of PFC and the terms of which the obligor was, as of June 30, 2024, over 90 days delinquent in payment of principal or interest. Section 4.18(b) of the Parent Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its PFC Subsidiaries that as of the date of Parent’s Bank’s most recent bank examination, were have been classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “"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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified import as of June 30, 2024 as impaired in accordance with ASC 310, 1999. The other real estate owned (c"OREO") by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in the Parent Financial Statements as any non-performing assets of June 30, 2024, was adequate pursuant to GAAP in all material respects, and the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent PFC or any of its the PFC Subsidiaries has sold Parent Loans is carried net of reserves at the lower of cost or pools of Parent Loans fair value, less estimated selling costs, based on current independent appraisals or participations in Parent Loans evaluations or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans current management appraisals or interests therein solely on account of a payment default by evaluations; provided, however, that "current" shall mean within the obligor on any such Parent Loanpast 12 months.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent the Company or its Subsidiaries in whole or in part (each, a “Parent Loan”): (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws laws affecting creditors' ’ rights and remedies generally; (ii) neither Parent the Company nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent the Company or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parentthe Company’s applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parentthe Company; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that which serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parentthe Company; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that which serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws laws affecting creditors' ’ rights and remedies generally. (b) Except as set forth in Section 4.18(b3.20(b) of the Parent Company Disclosure Schedule, neither Parent the Company nor any of its Subsidiaries is a party to any written or oral (i) loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30December 31, 20242003, over 90 days delinquent in payment of principal or interestinterest or in default of any other provision, or (ii) Loan with any director, executive officer or 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 4.18(b3.20(b) of the Parent Company Disclosure Schedule sets forth (a) all of the Parent Loans of Parent the Company or any of its Subsidiaries that as of the date of Parent’s the Company Bank’s most recent bank examination, were classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or 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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent the Company and its Subsidiaries that as of June 30December 31, 20242003, were categorized classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (diii) each asset of Parent the Company that as of June 30December 31, 20242003, was classified as OREO “Other Real Estate Owned” and the book value thereof as of such datethereof. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in the Parent Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respects, and the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent the Company or its Subsidiaries in whole or in part (each, a “Parent Loan”):), to the Knowledge of the Company: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally; (ii) neither Parent the Company nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent the Company or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parentthe Company’s applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parentthe Company; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parentthe Company; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Except as set forth in Section 4.18(b3.20(b) of the Parent Company Disclosure Schedule, neither Parent the Company nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- bearing assets), under the terms of which the obligor was, as of June 30December 31, 20242012, over 90 days delinquent in payment of principal or interest. Section 4.18(b3.20(b) of the Parent Company Disclosure Schedule sets forth (a) all of the Parent Loans of Parent the Company or any of its Subsidiaries that as of the date of Parentthe Company’s Bank’s most recent bank examination, were classified by Parentthe Company, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30December 31, 2024 2012 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent the Company and its Subsidiaries that as of June 30December 31, 20242012, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent the Company that as of June 30December 31, 20242012, was classified as OREO and “Other Real Estate Owned” (“OREO”)and the book value thereof as of such date. (c) The As of September 30, 2012, the allowance for credit loan losses included on the balance sheet as of June 30, 2024 included in the Parent Company Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respectsGAAP, and the methodology used to compute such allowance complied complies in all material respects with GAAP and all applicable guidelines policies of the Parent Company Regulatory Agencies. As of June September 30, 20242012, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) in the Company Financial Statements was adequate pursuant to GAAP in all material respectsGAAP, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied complies in all material respects with GAAP and all applicable guidelines policies of the Parent Company Regulatory Agencies. (d) The Company has previously delivered to Parent a schedule setting forth a list of all Loans as of December 31, 2012 by the Company and its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of the Company or any of its Subsidiaries. Except as set forth in Section 4.18(d3.20 of the Company Disclosure Schedule, (i) there are no employee, officer, director or other Affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate which was below market at the time the Loan was made; and (ii) all such loans are and were made in compliance in all material respects with all applicable Laws. (e) Except as set forth in Section 3.20(e) of the Parent Company Disclosure Schedule, none of the agreements pursuant to which Parent the Company or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan. (f) Except as set forth in Section 3.20(f) of the Company Disclosure Schedule, since December 31, 2007, neither the Company nor any of its Subsidiaries has originated or serviced or currently holds, directly or indirectly, any Loans that would be commonly referred to as “subprime”, “Alt-A” or “negative amortization” Loans, or home equity Loans or lines of credit with a loan to value ratio at origination of over ninety percent (collectively, “High Risk Loans”). (g) Except as set forth in Section 3.20(g) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns any investment securities that are secured by High Risk Loans.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent or its Subsidiaries Ridgewood in whole or in part (each, a “Parent "Loan”"): (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent Ridgewood nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent or a Subsidiary of Parent Ridgewood is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s any applicable participation interest, as applicableappropriate), except as otherwise referenced on the books and records of ParentRidgewood; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of ParentRidgewood; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding pending or threatened relating to the property that serves as security for a Parent Loan that would have a Material Adverse Effect upon the related Loan; and, except as otherwise disclosed by documents in the applicable Loan file; (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may otherwise disclosed by documents in the applicable Loan file; and (viii) no representation or warranty set forth in this Section 3.15 shall be limited by general principles of equity whether applied deemed to be breached unless such breach, individually or in the aggregate, has had or is reasonably likely to have a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyMaterial Adverse Effect on Ridgewood. (b) Except The allowance for possible losses reflected in Ridgewood Financial's audited statement of condition at December 31, 1999 was, and the allowance for possible losses shown on the balance sheets in Ridgewood Financial's Securities Documents for periods ending after December 31, 1999 have been and will be, adequate, as set forth in Section 4.18(b) of the Parent dates thereof, under GAAP. (c) Ridgewood Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitationSchedule 3.15 sets forth by category all loans, leases, advances, credit enhancements, commitmentsother extensions of credit, guarantees commitments and interest- interest-bearing assets)assets of Ridgewood, under including the terms of which amounts thereof and the obligor was, as of June 30, 2024, over 90 days delinquent in payment of principal or interest. Section 4.18(b) name of the Parent Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its Subsidiaries obligor, that as of the date of Parent’s Bank’s most recent bank examination, were have been classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “"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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified import as of June 30, 2024 as impaired in accordance with ASC 310, 2000. The other real estate owned (c"OREO") by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in any non-performing assets of Ridgewood is carried net of reserves at the Parent Financial Statements as lower of June 30cost or fair value, 2024less estimated selling costs, was adequate pursuant to GAAP in all material respectsbased on current independent appraisals or evaluations or current management appraisals or evaluations; provided, and however, that "current" shall mean within the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agenciespast 12 months. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent or its Subsidiaries MBL in whole or in part (each, a “Parent Loan”): (i) the note mortgage and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by terms subject to bankruptcy, insolvency insolvency, fraudulent conveyance and similar Laws affecting other laws of general applicability relating to or affective creditors' ’ rights and remedies generallyto general equity principles; (ii) neither Parent MBL nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note mortgage or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent or a Subsidiary of Parent MBL is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s any applicable participation interest, as applicableappropriate), except as otherwise referenced on the books and records of ParentMBL; (iv) to the note best knowledge of MBL, the mortgage and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or or, to the Knowledge knowledge of Parent MBL, threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of ParentMBL; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding pending or, to the knowledge of MBL, threatened relating to the property that serves as security for a Parent Loan that would have a Material Adverse Effect upon the related Loan; and, except as otherwise disclosed by documents in the applicable Loan file; (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited otherwise disclosed by general principles of equity whether applied documents in a court of law or a court of equity and by the applicable Loan file subject to bankruptcy, insolvency insolvency, fraudulent conveyance and similar Laws affecting other laws of general applicability relating to or affective creditors' ’ rights and remedies generallyto general equity principles; and (viii) no representation or warranty set forth in this Section 3.14(a) shall be deemed to be breached unless such breach, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on MBL. (b) Except as set forth The allowance for possible losses reflected in Section 4.18(b) MBL’s audited statement of condition at December 31, 2006 was, and the Parent Disclosure Scheduleallowance for possible losses shown on the MBL Regulatory Reports for periods ending after March 31, neither Parent nor any 2007, in the opinion of its Subsidiaries is a party to any written or oral loan agreementmanagement, note or borrowing arrangement (includinghave been and will be, without limitation, leases, credit enhancements, commitments, guarantees and interest- bearing assets), under the terms of which the obligor wasadequate, as of June 30the dates thereof, 2024, over 90 days delinquent in payment of principal or interest. Section 4.18(b) of the Parent Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its Subsidiaries that as of the date of Parent’s Bank’s most recent bank examination, were classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such dateunder GAAP. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 other real estate owned (“OREO”) included in any non-performing assets of MBL is carried net of reserves at the Parent Financial Statements as lower of June 30cost or fair value, 2024less estimated selling costs, was adequate pursuant based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that “current” shall mean within the past twelve months. To the best knowledge of MBL, the information with respect to GAAP the Loans furnished to HSB by MBL is true and complete in all material respects, and the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or set forth in Section 3.20(a) of the aggregate, a Material Adverse Effect on ParentCompany Disclosure Schedule, with respect to each loan owned by Parent or its Subsidiaries the Company in whole or in part (each, a “Parent Loan”):), to the Knowledge of the Company: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally; (ii) neither Parent the Company nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent or a Subsidiary of Parent the Company is the sole holder of legal and beneficial title to each Parent Loan (or Parentthe Company’s applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parentthe Company; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parentthe Company; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Except as set forth in Section 4.18(b3.20(b) of the Parent Company Disclosure Schedule, neither Parent nor any of its Subsidiaries the Company is not a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- bearing assets), under the terms of which the obligor was, as of June 30December 31, 20242015, over 90 days delinquent in payment of principal or interest. Section 4.18(b3.20(b) of the Parent Company Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its Subsidiaries the Company that as of the date of Parent’s Bankthe Company’s most recent bank examination, were classified by Parent, any of its Subsidiaries the Company or any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30December 31, 2024 2015 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries the Company that as of June 30December 31, 20242015, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent the Company that as of June 30December 31, 20242015, was classified as OREO “Other Real Estate Owned” (“OREO”) and the book value thereof as of such date. (c) The As of September 30, 2015, the allowance for credit loan losses included on the balance sheet as of June 30, 2024 included in the Parent Unaudited Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respectsRAP, and the methodology used to compute such allowance complied complies in all material respects with GAAP RAP and all applicable guidelines policies of the Parent Company Regulatory Agencies. As of June September 30, 20242015, the reserve for OREO properties (or if Company had no reserve, the carrying value of OREO properties. (d) The Company has previously delivered to Parent a schedule setting forth a list of all Loans as of December 31, 2015 by the Company to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of the Company. Except as set forth in Section 3.20(d) of the Company Disclosure Schedule, (i) there are no employee, officer, director or other Affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate which was adequate pursuant to GAAP below market at the time the Loan was made; and (ii) all such loans are and were made in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied compliance in all material respects with GAAP and all applicable guidelines of the Parent Regulatory AgenciesLaws. (de) Except as set forth in Section 4.18(d3.20(e) of the Parent Company Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries the Company has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan. (f) Except as set forth in Section 3.20(f) of the Company Disclosure Schedule, since December 31, 2010, the Company has not originated or serviced and does not currently hold, directly or indirectly, any Loans that would be commonly referred to as “subprime”, “Alt-A” or “negative amortization” Loans, or home equity Loans or lines of credit with a loan to value ratio at origination of over ninety percent (collectively, “High Risk Loans”). (g) Except as set forth in Section 3.20(g) of the Company Disclosure Schedule, the Company does not own any investment securities that are secured by High Risk Loans. (h) To the Knowledge of the Company, in underwriting, closing, selling and administering Small Business Administration (“SBA”) Loans, the Company has complied in all material respects with the SBA’s standard operating procedures. To the Knowledge of the Company, there are no claims pending for (i) the repurchase of the guaranteed portion of any SBA Loans sold by the Company or (ii) repair of any SBA Loans by the SBA.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or set forth in Schedule 4.20(a) of the aggregate, a Material Adverse Effect on ParentCompany Disclosure Schedule, with respect to each loan owned by Parent the Company or its Subsidiaries in whole or in part (each, a “Parent "Loan”):"), to the best knowledge of the Company: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent the Company nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent the Company or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s the Company's applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parentthe Company; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that which serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parentthe Company; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that which serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 4.18(b4.20(b) of the Parent Company Disclosure Schedule, neither Parent the Company nor any of its Subsidiaries is a party to any written or oral (i) loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- interest-bearing assets) (collectively, "Loans"), under the terms of which the obligor was, as of June 30December 31, 20241998, over 90 days or more delinquent in payment of principal or interestinterest or in default of any other provision, or (ii) Loan with any director, executive officer or five percent or greater stockholder 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 4.18(b) 4.20 of the Parent Company Disclosure Schedule sets forth (ai) all of the Parent Loans of Parent the Company or any of its Subsidiaries that as of the date of Parent’s Bank’s most recent bank examinationDecember 31, 1998 were classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in the Parent Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respects, and the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.28

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent the Company or its Subsidiaries the Bank in whole or in part (each, a “Parent "Loan”):"), to the best Knowledge of the Company and the Bank: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent the Company nor the Bank, nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder Holder of a Parent Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled cancelled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent the Company, the Bank or a another Company Subsidiary of Parent is the sole holder Holder of legal and beneficial title to each Parent Loan (or Parent’s the Company's applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parentthe Company; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled cancelled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parentthe Company and its Subsidiaries; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding pending or threatened relating to the property that serves as security for a Parent Loan that would reasonably be expected to have a Material Adverse Effect upon the borrower or guarantor of the related Loan, or upon the loan itself, except as otherwise disclosed by documents in the applicable Loan file; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited otherwise disclosed by general principles of equity whether applied documents in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe applicable Loan file. (b) Except The allowance for possible loan and lease losses reflected in the Company's audited statement of condition at December 31, 1999 and unaudited September 30, 2000 financial statements was, and the allowance for possible losses shown on the balance sheets in the Company's Securities Documents for periods ending after September 30, 2000 have been and will be, adequate, as set forth in Section 4.18(b) of the Parent dates thereof, under GAAP. (c) The Disclosure Schedule, neither Parent nor any Schedule 4.27 sets forth by category the amounts of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitationall loans, leases, advances, credit enhancements, commitmentsother extensions of credit, guarantees commitments and interest- interest-bearing assets), under the terms of which the obligor was, as of June 30, 2024, over 90 days delinquent in payment of principal or interest. Section 4.18(b) assets of the Parent Disclosure Schedule sets forth (a) all of Company and the Parent Loans of Parent or any of its Company Subsidiaries that as of the date of Parent’s Bank’s most recent bank examination, were have been classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “"Special Mention”, “," "Substandard”, “," "Doubtful”, “," "Loss”, “Classified”, “Criticized”, “Credit Risk Assets”, “Concerned Loans”, “Watch List” " or words of similar importimport as of September 30, together with the principal amount of and accrued and unpaid interest on each such Parent Loan and the identity 2000. The other real estate owned ("OREO") included in any non-performing assets of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in the Parent Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respects, and the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent Company or any of its the Company Subsidiaries has sold Parent Loans is carried net of reserves at the lower of cost or pools of Parent Loans fair value, less estimated selling costs, based on current independent appraisals or participations in Parent Loans evaluations or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans current management appraisals or interests therein solely on account of a payment default by evaluations; provided, however, that "current" shall mean within the obligor on any such Parent Loanpast 12 months.

Loan Portfolio. (a) Each Loan on the books and records of the Bank was made or purchased and has been serviced in all material respects in accordance with customary lending standards in the Ordinary Course of Business, is evidenced in all material respects by appropriate and sufficient documentation, has been secured by valid liens and security interests that have been perfected to the extent secured, and, constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms in all material respects, subject to bankruptcy, insolvency, fraudulent transfer and similar Laws of general applicability relating to or affecting creditor’s rights or by general equity principles. The Company has previously made available to Investor complete and correct copies of each of the Bank’s lending policies. The deposit and loan agreements of the Bank are in material compliance with all applicable Laws, rules and regulations. (b) Except as would not reasonably be expected to have, either individually or in set forth on Section 3.25(b) of the aggregate, a Material Adverse Effect on ParentCompany Disclosure Letter, with respect to each loan Loan owned by Parent or its Subsidiaries the Bank in whole or in part (eachpart, a “Parent Loan”): (i) neither the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent Bank nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent or a Subsidiary of Parent ; the Bank is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s applicable participation interest, as applicable)Loan, except as otherwise referenced on the books and records of Parent; (iv) the Bank; the original note and the related security documents, copies of which documents are included in the Parent Loan files, and copies of any documents in the Loan files are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books ; and records of Parent; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceableenforceable in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to bankruptcy, insolvency insolvency, fraudulent conveyance and similar other Laws of general applicability relating to or affecting creditors' ’ rights and remedies generallyto general equity principles. (bc) Except as set Set forth in Section 4.18(b3.25(c) of the Parent Company Disclosure ScheduleLetter, neither Parent nor any as to the Company, the Bank and each of its the Subsidiaries is a party to as of the latest practicable date are: (i) any written or or, to the Knowledge of the Bank, oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- bearing assets), Loan under the terms of which the obligor was, as of June 30, 2024, over 90 is sixty (60) or more days delinquent in payment of principal or interest. Section 4.18(b) , or to the Knowledge of the Parent Disclosure Schedule sets forth Company and the Bank, in default of any other provision thereof; (aii) all each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “credit risk assets,” “watch list assets,” “substandard,” “doubtful,” “loss” or “special mention” (or words of similar import) by the Company or the Bank or an applicable Governmental Entity (the “Classified Loans”); (iii) a listing of the Parent “Other Real Estate Owned” acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; (iv) each Loan with any director, executive officer, employee or five percent or greater Company Shareholder, or any immediate family member of any of the same, or any Person controlling, controlled by or under common control with, any of the foregoing; and (v) a listing of each residential mortgage Loan and the lien position with respect to the property securing the Loan. All Loans which are classified as “Insider Transactions” by Regulation O of Parent the Federal Reserve Board have been made by the Bank in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectability or present other unfavorable features. (d) The Bank is approved by and is in good standing: (i) as a supervised mortgagee by the Department of Housing and Urban Development to originate and service Title I FHA mortgage loans; (ii) as a GNMA I and II Issuer by the Government National Mortgage Association; (iii) by the Department of Veterans’ Affairs (“VA”) to originate and service VA loans; and (iv) 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”). (e) None of the Company, the Bank or any of its the Subsidiaries that is now nor has it ever been since December 31, 2009 subject to any fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan 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 Knowledge as of the date of Parent’s Bank’s most recent bank examinationthis Agreement and as of the Closing Date, were classified by Parentthat any Agency proposes to limit or terminate the underwriting authority of the Company, the Bank or any of its the Subsidiaries or to increase the guarantee fees payable to any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such dateAgency. (cf) The allowance for credit losses included on Each of the balance sheet as of June 30Company, 2024 included in the Parent Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respects, Bank and the methodology used to compute such allowance complied Subsidiaries is in compliance in all material respects with GAAP all applicable Law, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act and all applicable guidelines Agency and other investor and mortgage insurance company requirements relating to the origination, sale and servicing of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, mortgage and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agenciesconsumer Loans. (dg) Except as Each Loan included in a pool of Loans originated, acquired or serviced by the Company, the Bank or any of the 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, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and no Loan has been bought out of a Pool without all required approvals of the applicable investors. (h) The information with respect to each Loan set forth in Section 4.18(d) the Loan Tape, and, to the Knowledge of the Parent Disclosure ScheduleCompany, none any third party information set forth in the Loan Tape is true, correct and accurate as of the agreements pursuant to which Parent or any dates specified therein, or, if no such date is indicated therein, as of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent LoanSeptember 30, 2010.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent or its Subsidiaries in whole or in part (each, a “Parent Loan”):), to the Knowledge of Parent: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally; (ii) neither Parent nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parent; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parent; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Except as set forth in Section 4.18(b4.20(b) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- bearing assets), under the terms of which the obligor was, as of June 30December 31, 20242013, over 90 days delinquent in payment of principal or interest. Section 4.18(b4.20(b) of the Parent Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its Subsidiaries that as of the date of Parent’s Bank’s most recent bank examination, were classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30December 31, 2024 2013 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30December 31, 20242013, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30December 31, 20242013, was classified as OREO and the book value thereof as of such date. (c) The As of December 31, 2013, the allowance for credit loan losses included on the balance sheet as of June 30, 2024 included in the Parent Unaudited Year-End Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respectsGAAP, and the methodology used to compute such allowance complied complies in all material respects with GAAP and all applicable guidelines policies of the Parent Regulatory Agencies. As of June 30December 31, 20242013, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) in the Parent Unaudited Year-End Financial Statements was adequate pursuant to GAAP in all material respectsGAAP, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied complies in all material respects with GAAP and all applicable guidelines policies of the Parent Regulatory Agencies. (d) Parent has delivered to the Company a schedule setting forth a list of all Parent Loans as of December 31, 2013 by Parent and its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of Parent or any of its Subsidiaries. Except as set forth in Section 4.18(d4.20(d) of the Parent Disclosure Schedule, (i) there are no employee, officer, director or other Affiliate Parent Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate which was below market at the time the Parent Loan was made; and (ii) all such Parent Loans are and were made in compliance in all material respects with all applicable Laws. (e) Except as set forth in Section 4.20(e) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan. (f) Except as set forth in Section 4.20(f) of the Parent Disclosure Schedule, since December 31, 2009, neither Parent nor any of its Subsidiaries has originated or serviced or currently holds, directly or indirectly, any Parent Loans that would be commonly referred to as High Risk Loans. (g) Except as set forth in Section 4.20(g) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries owns any investment securities that are secured by High Risk Loans.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent Shore or its Subsidiaries in whole or in part (each, a “Parent Loan”):), to the Knowledge of Shore: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally; (ii) neither Parent Shore nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent Shore or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or ParentShore’s applicable participation interest, as applicable), except as otherwise referenced on the books and records of ParentShore; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of ParentShore; (vi) except as set forth in Section 3.21(a) of the Shore Disclosure Schedule, there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Except as set forth in Section 4.18(b3.21(b) of the Parent Shore Disclosure Schedule, neither Parent Shore nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- interest-bearing assets), under the terms of which the obligor was, as of June 30March 31, 20242019, over 90 days delinquent in payment of principal or interest. Section 4.18(b3.21(b) of the Parent Shore Disclosure Schedule sets forth (a) all of the Parent Loans of Parent Shore or any of its Subsidiaries that as of the date of Parent’s BankShore’s most recent bank examination, were classified by ParentShore, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30March 31, 2024 2019 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent Shore and its Subsidiaries that as of June 30March 31, 2024, 2019 were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent Shore that as of June 30March 31, 20242019, was classified as OREO “Other Real Estate Owned” (“OREO”) and the book value thereof as of such date. (c) The As of March 31, 2019, the allowance for credit loan losses included on the balance sheet as of June 30, 2024 included in the Parent Shore Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respectsGAAP, and the methodology used to compute such allowance complied complies in all material respects with GAAP and all applicable guidelines policies of the Parent Shore Regulatory Agencies. As of June 30March 31, 20242019, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) in the Shore Financial Statements was adequate pursuant to GAAP in all material respectsGAAP, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied complies in all material respects with GAAP and all applicable guidelines policies of the Parent Shore Regulatory Agencies. (d) Shore has previously delivered to Purchaser a schedule setting forth a list of all Loans as of March 31, 2019 by Shore and its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O promulgated by the FRB (12 CFR Part 215)) (“Regulation O”) of Shore or any of its Subsidiaries. Except as set forth in Section 4.18(d3.21(d) of the Parent Shore Disclosure Schedule, (i) there are no employee, officer, director or other Affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate which was below market at the time the Loan was made; and (ii) all such loans are and were made in compliance in all material respects with all applicable Laws. (e) Except as set forth in Section 3.21(e) of the Shore Disclosure Schedule, none of the agreements pursuant to which Parent Shore or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan. (f) Except as set forth in Section 3.21(f) of the Shore Disclosure Schedule, since December 31, 2015, neither Shore nor any of its Subsidiaries has originated or serviced or currently holds, directly or indirectly, any Loans that would be commonly referred to as “subprime”, “Alt-A” or “negative amortization” Loans, or home equity Loans or lines of credit with a loan to value ratio at origination of over ninety percent (collectively, “High Risk Loans”). (g) Except as set forth in Section 3.21(g) of the Shore Disclosure Schedule, neither Shore nor any of its Subsidiaries owns any investment securities that are secured by High Risk Loans.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent or its Subsidiaries the Bank in whole or in part (each, a “Parent Loan”):), to the Knowledge of the Bank: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally; (ii) neither Parent the Bank nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent or a Subsidiary of Parent the Bank is the sole holder of legal and beneficial title to each Parent Loan (or Parentthe Bank’s applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parentthe Bank; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parentthe Bank; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Except as set forth in Section 4.18(b3.20(b) of the Parent Bank Disclosure Schedule, neither Parent nor any of its Subsidiaries the Bank is not a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- bearing assets), under the terms of which the obligor was, as of June 30March 31, 20242013, over 90 days delinquent in payment of principal or interest. Section 4.18(b3.20(b) of the Parent Bank Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its Subsidiaries the Bank that as of the date of Parent’s the Bank’s most recent bank examination, were classified by Parent, any of its Subsidiaries the Bank or any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30March 31, 2024 2013 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries the Bank that as of June 30March 31, 20242013, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent the Bank that as of June 30March 31, 20242013, was classified as OREO “Other Real Estate Owned” (“OREO”) and the book value thereof as of such date. (c) The As of March 31, 2013, the allowance for credit loan losses included on the balance sheet as of June 30, 2024 included in the Parent Bank Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respectsGAAP, and the methodology used to compute such allowance complied complies in all material respects with GAAP and all applicable guidelines policies of the Parent Bank Regulatory Agencies. As of June 30March 31, 20242013, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) in the Bank Financial Statements was adequate pursuant to GAAP in all material respectsGAAP, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied complies in all material respects with GAAP and all applicable guidelines policies of the Parent Bank Regulatory Agencies. (d) The Bank has previously delivered to Acquiror a schedule setting forth a list of all Loans as of March 31, 2013 by the Bank to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of the Bank. Except as set forth in Section 4.18(d3.20 of the Bank Disclosure Schedule, (i) there are no employee, officer, director or other Affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate which was below market at the time the Loan was made; and (ii) all such loans are and were made in compliance in all material respects with all applicable Laws. (e) Except as set forth in Section 3.20(e) of the Parent Bank Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries the Bank has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan. (f) Except as set forth in Section 3.20(f) of the Bank Disclosure Schedule, since December 31, 2008, the Bank has not originated or serviced or currently holds, directly or indirectly, any Loans that would be commonly referred to as “subprime”, “Alt-A” or “negative amortization” Loans, or home equity Loans or lines of credit with a loan to value ratio at origination of over ninety percent (collectively, “High Risk Loans”). (g) Except as set forth in Section 3.20(g) of the Bank Disclosure Schedule, the Bank does not own any investment securities that are secured by High Risk Loans.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or set forth in Schedule 4.20(a) of the aggregate, a Material Adverse Effect on ParentCompany Disclosure Schedule, with respect to each loan owned by Parent the Company or its Subsidiaries in whole or in part (each, a “Parent "Loan”):"), to the best knowledge of the Company: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; ; (ii) neither Parent the Company nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; ; (iii) Parent the Company or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s the Company's applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parent; the Company; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; ; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that which serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parent; the Company; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that which serves as security for a Parent Loan; and and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 4.18(b4.20(b) of the Parent Company Disclosure Schedule, neither Parent the Company nor any of its Subsidiaries is a party to any written or oral (i) loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- interest-bearing assets) (collectively, "Loans"), under the terms of which the obligor was, as of June 30December 31, 20241998, over 90 days or more delinquent in payment of principal or interestinterest or in default of any other provision, or (ii) Loan with any director, executive officer or five percent or greater stockholder 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 4.18(b) 4.20 of the Parent Company Disclosure Schedule sets forth (ai) all of the Parent Loans of Parent the Company or any of its Subsidiaries that as of the date of Parent’s Bank’s most recent bank examinationDecember 31, 1998 were classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or 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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (cii) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent the Company and its Subsidiaries that as of June 30December 31, 2024, 1998 were categorized classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (diii) each asset of Parent the Company that as of June 30December 31, 2024, 1998 was classified as OREO "Other Real Estate Owned" and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in the Parent Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respects, and the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agenciesthereof. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.4.21

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent or its Subsidiaries WEST ESSEX in whole or in part (each, a “Parent "Loan”"): (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent WEST ESSEX nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent or a Subsidiary of Parent WEST ESSEX is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s any applicable participation interest, as applicableappropriate), except as otherwise referenced on the books and records of ParentWEST ESSEX; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of ParentWEST ESSEX; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding pending or threatened relating to the property that serves as security for a Parent Loan that would have a Material Adverse Effect upon the related Loan; and, except as otherwise disclosed by documents in the applicable Loan file; (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may otherwise disclosed by documents in the applicable Loan file; and (viii) no representation or warranty set forth in this Section 3.15 shall be limited by general principles of equity whether applied deemed to be breached unless such breach, individually or in the aggregate, has had or is reasonably likely to have a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyMaterial Adverse Effect on WEST ESSEX. (b) Except The allowance for possible losses reflected in WEST ESSEX Bancorp's audited statement of condition at December 31, 2001 was, and the allowance for possible losses shown on the balance sheets in WEST ESSEX Bancorp's Securities Documents for periods ending after December 31, 2001 have been and will be, adequate, as set forth in Section 4.18(b) of the Parent dates thereof, under GAAP. (c) WEST ESSEX Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitationSchedule 3.15 sets forth by category all loans, leases, advances, credit enhancements, commitmentsother extensions of credit, guarantees commitments and interest- interest-bearing assets)assets of WEST ESSEX, under including the terms of which amounts thereof and the obligor was, as of June 30, 2024, over 90 days delinquent in payment of principal or interest. Section 4.18(b) name of the Parent Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its Subsidiaries obligor, that as of the date of Parent’s Bank’s most recent bank examination, were have been classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “"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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified import as of June 30, 2024 as impaired in accordance with ASC 310, 2002. The other real estate owned (c"OREO") by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in any non-performing assets of WEST ESSEX is carried net of reserves at the Parent Financial Statements as lower of June 30cost or fair value, 2024less estimated selling costs, was adequate pursuant to GAAP in all material respectsbased on current independent appraisals or evaluations or current management appraisals or evaluations; provided, and however, that "current" shall mean within the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agenciespast 12 months. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent or its Subsidiaries Pulaski in whole or in part (each, a “Parent "Loan”"): (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent Pulaski nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent or a Subsidiary of Parent Pulaski is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s any applicable participation interest, as applicableappropriate), except as otherwise referenced on the books and records of ParentPulaski; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of ParentPulaski; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding pending or threatened relating to the property that serves as security for a Parent Loan that would have a Material Adverse Effect upon the related Loan; and, except as otherwise disclosed by documents in the applicable Loan file; (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may otherwise disclosed by documents in the applicable Loan file; and (viii) no representation or warranty set forth in this Section 3.15 shall be limited by general principles of equity whether applied deemed to be breached unless such breach, individually or in the aggregate, has had or is reasonably likely to have a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyMaterial Adverse Effect on Pulaski. (b) Except The allowance for possible losses reflected in Pulaski Bancorp's audited statement of condition at December 31, 2000 was, and the allowance for possible losses shown on the balance sheets in Pulaski Bancorp's Securities Documents for periods ending after December 31, 2000 have been and will be, adequate, as set forth in Section 4.18(b) of the Parent dates thereof, under GAAP. (c) Pulaski Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitationSchedule 3.15 sets forth by category all loans, leases, advances, credit enhancements, commitmentsother extensions of credit, guarantees commitments and interest- interest-bearing assets)assets of Pulaski, under including the terms of which amounts thereof and the obligor was, as of June 30, 2024, over 90 days delinquent in payment of principal or interest. Section 4.18(b) name of the Parent Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its Subsidiaries obligor, that as of the date of Parent’s Bank’s most recent bank examination, were have been classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “"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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified import as of June September 30, 2024 as impaired in accordance with ASC 310, 2001. The other real estate owned (c"OREO") by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in any non-performing assets of Pulaski is carried net of reserves at the Parent Financial Statements as lower of June 30cost or fair value, 2024less estimated selling costs, was adequate pursuant to GAAP in all material respectsbased on current independent appraisals or evaluations or current management appraisals or evaluations; provided, and however, that "current" shall mean within the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agenciespast 12 months. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent the Company or its Subsidiaries in whole or in part (each, a “Parent "Loan”):"), to the best knowledge of the Company: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or of obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent the Company nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent the Company or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s the Company's applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parentthe Company; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that which serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parentthe Company; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that which serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 4.18(b) 4.20 of the Parent Company Disclosure Schedule, neither Parent the Company nor any of its Subsidiaries is a party to any written or oral (i) loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- interest-bearing assets) (collectively, "Loans"), under the terms of which the obligor was, as of June 30, 20241998, over 90 days delinquent in payment of principal or interestinterest or in default of any other provision, or (ii) Loan with any director, executive officer or five percent or greater stockholder 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 4.18(b) 4.20 of the Parent Company Disclosure Schedule sets forth (ai) all of the Parent Loans of Parent the Company or any of its Subsidiaries that as of the date of Parent’s Bank’s most recent bank examinationJune 30, 1998, were classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or 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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (cii) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent the Company and its Subsidiaries that as of June 30, 20241998, were categorized classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (diii) each asset of Parent the Company that as of June 30, 20241998, was classified as OREO "Other Real Estate Owned" and the book value thereof as of such datethereof. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in the Parent Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respects, and the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent or its Subsidiaries in whole or in part (each, a “Parent Loan”):), to the Knowledge of Parent: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parent; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parent; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that serves as security for a Parent Loan; and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 4.18(b4.20(b) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- bearing assets), under the terms of which the obligor was, as of June 30December 31, 20242013, over 90 days delinquent in payment of principal or interest. Section 4.18(b4.20(b) of the Parent Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its Subsidiaries that as of the date of Parent’s Bank’s most recent bank examination, were classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30December 31, 2024 2013 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30December 31, 20242013, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30December 31, 20242013, was classified as OREO and the book value thereof as of such date. (c) The As of December 31, 2013, the allowance for credit loan losses included on the balance sheet as of June 30, 2024 included in the Parent Unaudited Year-End Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respectsGAAP, and the methodology used to compute such allowance complied complies in all material respects with GAAP and all applicable guidelines policies of the Parent Regulatory Agencies. As of June 30December 31, 20242013, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) in the Parent Unaudited Year-End Financial Statements was adequate pursuant to GAAP in all material respectsGAAP, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied complies in all material respects with GAAP and all applicable guidelines policies of the Parent Regulatory Agencies. (d) Parent has delivered to the Company a schedule setting forth a list of all Parent Loans as of December 31, 2013 by Parent and its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of Parent or any of its Subsidiaries. Except as set forth in Section 4.18(d4.20(d) of the Parent Disclosure Schedule, (i) there are no employee, officer, director or other Affiliate Parent Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate which was below market at the time the Parent Loan was made; and (ii) all such Parent Loans are and were made in compliance in all material respects with all applicable Laws. (e) Except as set forth in Section 4.20(e) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan. (f) Except as set forth in Section 4.20(f) of the Parent Disclosure Schedule, since December 31, 2009, neither Parent nor any of its Subsidiaries has originated or serviced or currently holds, directly or indirectly, any Parent Loans that would be commonly referred to as High Risk Loans. (g) Except as set forth in Section 4.20(g) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries owns any investment securities that are secured by High Risk Loans.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent or its Subsidiaries Skibo in whole or in part (each, a “Parent "Loan”"): (i) the xxx note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; (ii) neither Parent Skibo nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan Loan, has modified the xxx note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; (iii) Parent or a Subsidiary of Parent Skibo is the sole holder of legal and beneficial title to each Parent xx xach Loan (or Parent’s any applicable participation interest, as applicableappropriate), except as otherwise referenced on the books and records of ParentSkibo; (iv) the note and the related security documentsxxxxments, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent Loan, except as otherwise referenced on the books and records of ParentSkibo; (vi) there is no litigation or prxxxxxing pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that serves as security for a Parent Loan that would have a Material Adverse Effect upon the related Loan; and, except as otherwise disclosed by documents in the applicable Loan file; (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may otherwise disclosed by documents in the applicable Loan file; and (viii) no representation or warranty set forth in this Section 3.15(a) shall be limited by general principles of equity whether applied deemed to be breached unless such breach, individually or in the aggregate, has had or is reasonably likely to have a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyMaterial Adverse Effect on Skibo. (b) Except Xxx allowance for possible losses reflected in the audited statement of condition of Skibo Financial at March 31, 2003 was, and the allowance for xxxsible losses shown on the balance sheets in the Securities Documents of Skibo Financial for periods ending after March 31, 2003 have beex xxx will be adequate, as set forth in Section 4.18(b) of the Parent dates thereof, under GAAP. (c) Skibo Disclosure ScheduleSchedule 3.15(c) sets forth by category all loans, neither Parent nor any of its Subsidiaries is a party to any written or oral loan agreementxxxses, note or borrowing arrangement (including, without limitation, leasesadvances, credit enhancements, commitmentsother extensions of credit, guarantees commitments and interest- interest-bearing assets)assets of Skibo, under including the terms of which amounts thereof and the obligor was, as of June 30, 2024, over 90 days delinquent in payment of principal or interest. Section 4.18(b) name of the Parent Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its Subsidiaries that as of the date of Parent’s Bank’s most recent bank examinationobligor, were xxxx have been classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “"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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified import as of June 30March 31, 2024 as impaired in accordance with ASC 310, 2003. The real estate owned (c"REO") by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in any non-performing assets of Skibo is carried net of reserves at the Parent Financial Statements as lower of June 30cost or fair vaxxx, 2024less estimated selling costs, was adequate pursuant to GAAP in all material respectsbased on current independent appraisals or evaluations or current management appraisals or evaluations; provided, and however, that "current" shall mean within the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agenciespast 12 months. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.

Loan Portfolio. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with With respect to each loan owned by Parent the Company or its Subsidiaries in whole or in part (each, a “Parent "Loan”):"), to the best knowledge of the Company: (i) the note and the related security documents are each legal, valid and binding obligations of the maker or of obligor thereof, enforceable against such maker or obligor in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally; ; (ii) neither Parent the Company nor any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan file; ; (iii) Parent the Company or a Subsidiary of Parent is the sole holder of legal and beneficial title to each Parent Loan (or Parent’s the Company's applicable participation interest, as applicable), except as otherwise referenced on the books and records of Parent; the Company; (iv) the note and the related security documents, copies of which are included in the Parent Loan files, are true and complete correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Parent Loan file; ; (v) there is no pending or to the Knowledge of Parent threatened condemnation proceeding or similar proceeding affecting the property that which serves as security for a Parent Loan, except as otherwise referenced on the books and records of Parent; the Company; (vi) there is no pending or to the Knowledge of Parent threatened litigation or proceeding relating to the property that which serves as security for a Parent Loan; and and (vii) with respect to a Parent Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 4.18(b) 4.20 of the Parent Company Disclosure Schedule, neither Parent the Company nor any of its Subsidiaries is a party to any written or oral (i) loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- interest-bearing assets) (collectively, "Loans"), under the terms of which the obligor was, as of June 30, 20241998, over 90 days delinquent in payment of principal or interestinterest or in default of any other provision, or (ii) Loan with any director, executive officer or five percent or greater stockholder 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 4.18(b) 4.20 of the Parent Company Disclosure Schedule sets forth (ai) all of the Parent Loans of Parent the Company or any of its Subsidiaries that as of the date of Parent’s Bank’s most recent bank examinationJune 30, 1998, were classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or 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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (cii) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent the Company and its Subsidiaries that as of June 30, 20241998, were categorized classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (diii) each asset of Parent the Company that as of June 30, 20241998, was classified as OREO "Other Real Estate Owned" and the book value thereof as of such datethereof. (c) The allowance for credit losses included on the balance sheet as of June 30, 2024 included in the Parent Financial Statements as of June 30, 2024, was adequate pursuant to GAAP in all material respects, and the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.

Loan Portfolio. (a) Except as would not reasonably be expected Each Warehouse Loan is a Conforming Loan or is subject to have, either individually or in the aggregate, a Material Adverse Effect on Parent, with an Investor Commitment. (b) With respect to each loan owned by Parent Mortgage Loan that is a Warehouse Loan or its Subsidiaries in whole or in part (each, a “Parent Loan”):Portfolio Loan that has been funded: (i) Such Mortgage Loan was originated and currently exists; (ii) To the note Knowledge of SBS, each note, agreement or other instrument evidencing such Mortgage Loan and the any related security documents are each legalinstrument (including, valid without limitation, any guaranty or similar instrument) constitutes a valid, legal and binding obligations obligation of the maker or obligor thereof, thereunder enforceable against such maker or obligor in accordance with their its terms, except subject as to enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by to bankruptcy, insolvency and similar Laws other laws of general applicability relating to or affecting creditors' rights and remedies generally; (ii) neither Parent nor to general principles of equity; and all actions necessary to perfect any of its Subsidiaries nor to the Knowledge of Parent any prior holder of a Parent Loan has modified the note or any of the related security documents in any material respect interest have been duly taken, including, without limitation, filings (and payment of all required filing taxes and fees) or satisfied, canceled or subordinated the note or any taking of the related security documents except as otherwise disclosed by documents in the applicable Parent Loan filepossession of Collateral; (iii) Parent No claims or a Subsidiary defenses to the enforcement of Parent is the sole holder of legal and beneficial title to each Parent such Mortgage Loan (or Parent’s applicable participation interest, as applicable), have been asserted except as otherwise referenced on reflected in the books applicable Mortgage Loan file and records SBS is not aware of Parentany acts or omissions that would give rise to any claim or right of rescission, set off, counterclaim or defense by the borrower, obligor or any other person obligated to perform under any related Mortgage Loan documents; (iv) There is no default, by any borrower, obligor or any other person obligated to perform under any related Mortgage Loan document with respect to such Mortgage Loan, nor are there any conditions that with notice or lapse of time or both, would constitute a default, breach, violation or event permitting acceleration under the note and the related security documentsterms of such Mortgage Loan, copies of which are included in the Parent Loan files, are true and complete copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed either case except as otherwise disclosed by documents reflected in the applicable Parent Mortgage Loan file; (v) there is no pending All due diligence requirements required by Regulations have been met with respect to each Mortgage Loan (whether owned by SBS or sold by SBS to others) guaranteed or insured by the Knowledge FHA or the VA, and any other such guarantor or insurer of Parent threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Parent such Mortgage Loan, except as otherwise referenced on the books in a manner that all such guarantees and records of Parentinsurance arrangements are in full force and effect; (vi) there is no pending or Such Mortgage Loan was made substantially in accordance with SBS's standard indemnity and documentation guidelines as in effect at the time of its origination; (vii) Except as reflected in the applicable Mortgage Loan file, a title insurance policy in an amount at least equal to the Knowledge original principal amount of Parent threatened litigation such Mortgage Loan is in effect and SBS is the sole owner of each such Mortgage Loan, except for participations as are documented in the related Mortgage Loan documents or proceeding relating other records; (viii) Except as reflected in the applicable Mortgage Loan file, there are casualty insurance policies in force to insure the property that serves Collateral, with SBS as security for loss payee; and a Parent real estate appraisal was made by a duly licensed appraiser to determine the Collateral value; (ix) Except as reflected in the applicable Mortgage Loan file, flood insurance has been obtained and is in force as to such real estate located in a flood zone, notwithstanding any designation of such flood zone or zones after the date of origination of such Mortgage Loan; and (viix) with respect To the Knowledge of SBS, all buildings on the mortgaged property are insured for not less than the total debt secured by such buildings and improvements thereto against any loss by fire, hazards of extended coverage, flood (at least to a Parent Loan held the extent required by the Flood Disaster Protection Act of 1973) and such other hazards as are customary in the form of a participation, area where the participation documentation premises are situated; and the mortgagor is legal, valid, binding and enforceable, except as enforcement may be limited required by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 4.18(b) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest- bearing assets), under the terms of which the obligor wasrelated Mortgage Loan documentation to maintain all such insurance with a standard mortgagee's endorsement or similar protection for the mortgagee at mortgagor's cost and expense and, as of June 30, 2024, over 90 days delinquent in payment of principal or interest. Section 4.18(b) of the Parent Disclosure Schedule sets forth (a) all of the Parent Loans of Parent or any of its Subsidiaries that as of the date of Parent’s Bank’s most recent bank examination, were classified by Parent, any of its Subsidiaries or any bank examiner (whether regulatory or internal) as “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 Parent Loan and the identity of the borrower thereunder, (b) each Parent Loan that was classified as of June 30, 2024 as impaired in accordance with ASC 310, (c) by category of Parent Loan (i.e., commercial, consumer, etc.), all of the other Parent Loans of Parent and its Subsidiaries that as of June 30, 2024, were categorized as such, together with the aggregate principal amount of and accrued and unpaid interest on such Parent Loans by category and (d) each asset of Parent that as of June 30, 2024, was classified as OREO and the book value thereof as of such date. (c) The allowance for credit losses included on the balance sheet as of June 30mortgagor's failure to do so, 2024 included in authorizing the Parent Financial Statements as of June 30, 2024, was adequate pursuant holder to GAAP in all material respects, maintain such insurance at the mortgagor's cost and expense and to seek reimbursement therefor from the methodology used to compute such allowance complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agencies. As of June 30, 2024, the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) was adequate pursuant to GAAP in all material respects, and the methodology used to compute the reserve for OREO properties (or if no reserve, the carrying value of OREO properties) complied in all material respects with GAAP and all applicable guidelines of the Parent Regulatory Agenciesmortgagor. (d) Except as set forth in Section 4.18(d) of the Parent Disclosure Schedule, none of the agreements pursuant to which Parent or any of its Subsidiaries has sold Parent Loans or pools of Parent Loans or participations in Parent Loans or pools of Parent Loans is subject to any obligation to repurchase such Parent Loans or interests therein solely on account of a payment default by the obligor on any such Parent Loan.