Common use of Loan Portfolio Clause in Contracts

Loan Portfolio. (a) The allowance for loan and lease losses as reflected in the KTYB Reports was, in the reasonable opinion of KTYB’s management, (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (ii) consistent with GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of examination in all material respects. (b) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) of KTYB and the KTYB Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB and the KTYB Subsidiaries as a secured Loan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Section 3.25(b) of the KTYB Disclosure Schedule lists each Loan that has as of the date hereof an outstanding balance of $250,000 or more and that (A) is over 90 days or more delinquent in payment of principal or interest, (B) is classified by KTYB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, (C) has undergone troubled debt restructuring, or (D) is entirely or predominantly unsecured (an “Unsecured Loan”). (c) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each outstanding Loan of KTYB and the KTYB Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of KTYB and the KTYB Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which KTYB or any of the KTYB Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contains any obligation to repurchase the Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities). (e) There are no outstanding Loans made by KTYB or any of the KTYB Subsidiaries to any “executive officer” or other “insider” (as each term is defined in Regulation O promulgated by the FRB) of KTYB or the KTYB Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (f) Neither KTYB nor any of the KTYB Subsidiaries is (i) now nor has it ever been since January 1, 2018, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation of the foregoing, KTYB and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the KTYB Disclosure Schedule lists (i) each Loan of KTYB or any KTYB Subsidiary as of the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of KTYB and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as of the date of this Agreement (including all outstanding amounts and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemic.

Loan Portfolio. (a) The allowance for loan and lease losses Except as reflected set forth in Section 4.26(a) of the KTYB Reports wasRockville Disclosure Schedule, in the reasonable opinion neither Rockville nor any of KTYB’s management, its Subsidiaries is a party to (i) adequate to meet all reasonably anticipated loan and lease losses, net any Loan in which Rockville or any Subsidiary of recoveries related to loans previously charged off Rockville is a creditor which as of those datesSeptember 30, 2013, had an outstanding balance of $300,000 or more and under the terms of which the obligor was, as of September 30, 2013, over 90 days or more delinquent in payment of principal or interest or (ii) consistent Loans with GAAP any director, executive officer or 5% or greater stockholder of Rockville or any of its Subsidiaries, or to the knowledge of Rockville, any affiliate of any of the foregoing. Set forth in Section 4.26(a) of the Rockville Disclosure Schedule is a true, correct and reasonable complete list of (A) all of the Loans of Rockville and sound banking practices its Subsidiaries that, as of September 30, 2013, were classified by Rockville as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (iiiB) in conformance with recommendations each asset of Rockville or any of its Subsidiaries that, as of September 30, 2013, is classified as “Other Real Estate Owned” and comments in reports of examination in all material respectsthe book value thereof. (b) Except as would not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on KTYBRockville, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees Loan of Rockville and interest-bearing assets) (collectively, “Loans”) of KTYB and the KTYB its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB Rockville and the KTYB its Subsidiaries as a secured LoanLoans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Section 3.25(b) of the KTYB Disclosure Schedule lists each Loan that has as of the date hereof an outstanding balance of $250,000 or more and that (A) is over 90 days or more delinquent in payment of principal or interest, (B) is classified by KTYB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, (C) has undergone troubled debt restructuring, or (D) is entirely or predominantly unsecured (an “Unsecured Loan”). (c) Except as would not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on KTYBRockville, each outstanding Loan of KTYB Rockville and the KTYB its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of KTYB Rockville and the KTYB its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None Except as set forth in Section 4.26(d) of the Rockville Disclosure Schedule, none of the agreements pursuant to which KTYB Rockville or any of the KTYB its Subsidiaries has sold Loans or pools of Loans, Loans or participations in Loans or pools of Loans, Loans contains any obligation to repurchase the such Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities)any such Loan. (e) There are no outstanding Loans made by KTYB Rockville or any of the KTYB its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the FRBFederal Reserve Board) of KTYB Rockville or the KTYB its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (f) Neither KTYB Rockville nor any of the KTYB its Subsidiaries is (i) now nor has it ever been since January 1December 31, 2018, 2010 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation of Rockville’s allowance for loan losses is, and has been since January 1, 2010, in compliance with Rockville’s methodology for determining the foregoing, KTYB and each adequacy of its Subsidiaries have complied allowance for loan losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board in all material respects with and are not in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the KTYB Disclosure Schedule lists (i) each Loan of KTYB or any KTYB Subsidiary as of the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of KTYB and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as of the date of this Agreement (including all outstanding amounts and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemicrespects.

Loan Portfolio. (a) The allowance for loan and lease losses As of the date hereof, except as reflected set forth in Section 3.25(a) of the KTYB Reports wasSunTrust Disclosure Schedule, in the reasonable opinion neither SunTrust nor any of KTYB’s management, (i) adequate its Subsidiaries is a party to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (ii) consistent with GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of examination in all material respects. (b) Except as would not, either individually any written or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SunTrust or any Subsidiary of KTYB SunTrust is a creditor that, as of September 30, 2018, had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of September 30, 2018, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a) of the SunTrust Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of SunTrust and its Subsidiaries that, as of September 30, 2018, had an outstanding balance of $10,000,000 and were classified by SunTrust as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the KTYB identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of SunTrust or any of its Subsidiaries that, as of September 30, 2018, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SunTrust, each Loan of SunTrust or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB SunTrust and the KTYB its Subsidiaries as a secured LoanLoans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Section 3.25(b) of the KTYB Disclosure Schedule lists each Loan that has as of the date hereof an outstanding balance of $250,000 or more and that (A) is over 90 days or more delinquent in payment of principal or interest, (B) is classified by KTYB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, (C) has undergone troubled debt restructuring, or (D) is entirely or predominantly unsecured (an “Unsecured Loan”). (c) Except as would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYBSunTrust, each outstanding Loan of KTYB and the KTYB SunTrust or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of KTYB SunTrust and the KTYB its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which KTYB or any of the KTYB Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contains any obligation to repurchase the Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities). (e) There are no outstanding Loans made by KTYB or any of the KTYB Subsidiaries to any “executive officer” or other “insider” (as each term is defined in Regulation O promulgated by the FRB) of KTYB or the KTYB Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (f) Neither KTYB nor any of the KTYB Subsidiaries is (i) now nor has it ever been since January 1, 2018, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation of the foregoing, KTYB and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the KTYB Disclosure Schedule lists (i) each Loan of KTYB or any KTYB Subsidiary as of the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of KTYB and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as of the date of this Agreement (including all outstanding amounts and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemic.

Loan Portfolio. (a) The allowance for loan and lease losses As of the date hereof, except as reflected set forth in Section 3.26(a) of the KTYB Reports wasCIT Disclosure Schedule, in the reasonable opinion neither CIT nor any of KTYB’s management, (i) adequate its Subsidiaries is a party to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (ii) consistent with GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of examination in all material respects. (b) Except as would not, either individually any written or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which CIT or any Subsidiary of KTYB and the KTYB Subsidiaries (i) CIT is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB and the KTYB Subsidiaries as a secured Loan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrancescreditor that, as applicableof June 30, which have been perfected and (iii) is the legal2020, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Section 3.25(b) of the KTYB Disclosure Schedule lists each Loan that has as of the date hereof had an outstanding balance of $250,000 25,000,000 or more and that under the terms of which the obligor was, as of June 30, 2020, over ninety (A90) is over 90 days or more delinquent in payment of principal or interest. Set forth in Section 3.26(a) of the CIT Disclosure Schedule is a true, correct and complete list of (BA) is all the Loans of CIT and its Subsidiaries that, as of June 30, 2020, had an outstanding balance of $25,000,000 and were classified by KTYB CIT as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Troubled Debt Restructuring,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (Ce.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) has undergone troubled debt restructuringeach asset of CIT or any of its Subsidiaries that, as of June 30, 2020, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CIT, each Loan of CIT or any of its Subsidiaries (Di) is entirely evidenced by notes, agreements or predominantly unsecured other evidences of indebtedness that are true, genuine and what they purport to be (without any oral amendments or modifications thereto), (ii) to the extent carried on the books and records of CIT and its Subsidiaries as secured Loans, has been secured by valid restrictions, claims or Liens, as applicable, which have been perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions and (iv) is not subject to any claim as to the enforcement which been asserted in writing against CIT, CIT Subsidiary Bank or such Subsidiaries for which there is a reasonable possibility of an “Unsecured Loan”)adverse determination. (c) Except as would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYBCIT, each outstanding Loan of KTYB and the KTYB CIT or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of KTYB CIT and the KTYB its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CIT, (i) none of the agreements CIT or any of its Subsidiaries is in breach of any representation or warranty made by it with respect to Loan eligibility requirements under any contract pursuant to which KTYB it has originated or securitized a pool of Loans (a “Pool”), (ii) each of CIT and its Subsidiaries has complied with all of its obligations to properly certify or, if required, recertify such Pools in accordance with such contracts and all applicable laws; and (iii) none of CIT or any of its Subsidiaries has any obligation to repurchase any Loans or interests under the KTYB contracts pursuant to which CIT, CIT Subsidiary Bank or any of their Subsidiaries has sold Loans or pools of Loansany Pool, or participations in Loans or pools of Loans, contains any obligation to repurchase the Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities)Pools. (e) There are no outstanding Loans made by KTYB CIT or any of the KTYB its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the FRBFederal Reserve Board) of KTYB CIT or the KTYB its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance in all material respects with Regulation O promulgated by the Federal Reserve Board or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (f) Neither KTYB Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CIT, neither CIT, CIT Subsidiary Bank nor any of the KTYB their Subsidiaries is (i) now nor or has it ever been since January 1, 2018, subject to any fine, suspension, or settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale sale, or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation of the foregoing, KTYB and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the KTYB Disclosure Schedule lists (i) each Loan of KTYB or any KTYB Subsidiary as of the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of KTYB and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as of the date of this Agreement (including all outstanding amounts and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemic.

Loan Portfolio. (a) The allowance for loan and lease losses As of the date hereof, except as reflected set forth in Section 3.25(a) of the KTYB Reports wasNational Penn Disclosure Schedule, in the reasonable opinion neither National Penn nor any of KTYB’s management, its Subsidiaries is a party to any written or oral (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (ii) consistent with GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of examination in all material respects. (b) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which National Penn or any Subsidiary of KTYB and the KTYB Subsidiaries (i) National Penn is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB and the KTYB Subsidiaries as a secured Loan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, creditor which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Section 3.25(b) of the KTYB Disclosure Schedule lists each Loan that has as of the date hereof June 30, 2015, had an outstanding balance of $250,000 1,000,000 or more and that (A) is under the terms of which the obligor was, as of June 30, 2015, over 90 days or more delinquent in payment of principal or interest, or (Bii) is Loans with any director, executive officer or 5% or greater shareholder of National Penn or any of its Subsidiaries, or to the knowledge of National Penn, any affiliate of any of the foregoing. Section 3.25(a) of the National Penn Disclosure Schedule sets forth a true, correct and complete list of all of the Loans of National Penn and its Subsidiaries that, as of June 30, 2015, had an outstanding balance of $1,000,000 or more and were classified by KTYB National Penn as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of June 30, 2015. (Cb) has undergone troubled debt restructuringExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on National Penn, each Loan of National Penn and its Subsidiaries (Di) is entirely evidenced by notes, agreements or predominantly unsecured other evidences of indebtedness that are true, genuine and what they purport to be, (an “Unsecured Loan”)ii) to the extent carried on the books and records of National Penn and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, Liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not, either individually or in the aggregate, not reasonably be expected likely to have a Material Adverse Effect on KTYBNational Penn, each outstanding Loan of KTYB National Penn and the KTYB its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of KTYB National Penn and the KTYB its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None Except as set forth in Section 3.25(d) of the National Penn Disclosure Schedule, none of the agreements pursuant to which KTYB National Penn or any of the KTYB its Subsidiaries has sold Loans or pools of Loans, Loans or participations in Loans or pools of Loans, Loans contains any obligation to repurchase the such Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities)any such Loan. (e) There are no outstanding Loans made by KTYB National Penn or any of the KTYB its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the FRBFederal Reserve Board) of KTYB National Penn or the KTYB its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (f) Neither KTYB National Penn nor any of the KTYB its Subsidiaries is (i) now nor has it ever been since January 1December 31, 20182012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation of the foregoing, KTYB and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the KTYB Disclosure Schedule lists (i) each Loan of KTYB or any KTYB Subsidiary as of the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of KTYB and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as of the date of this Agreement (including all outstanding amounts and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemic.

Loan Portfolio. (a) The allowance for loan and lease losses as reflected in the KTYB Reports was, in the reasonable opinion of KTYB’s management, (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (ii) consistent with GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of examination in all material respects. (b) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) of KTYB and the KTYB Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB and the KTYB Subsidiaries as a secured Loan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation As of the obligor named thereindate hereof, enforceable except as set forth in accordance with its terms, subject to the Enforceability Exceptions. Section 3.25(b4.25(a) of the KTYB Old National Disclosure Schedule lists each Schedule, neither Old National nor any of its Subsidiaries is a party to any Loan that has with a Borrower in which Old National or any Subsidiary of Old National is a creditor which as of the date hereof an outstanding balance April 30, 2021, had Total Borrower Commitment of $250,000 10,000,000 or more and that under the terms of which the Borrower was, as of April 30, 2021, over ninety (A90) is over 90 days or more delinquent in payment of principal or interest. Set forth in Section 4.25(a) of the Old National Disclosure Schedule is a true, correct and complete list of (BA) is all of the Loans of Old National and its Subsidiaries that, as of April 30, 2021, had an outstanding balance of $10,000,000 or more and were classified by KTYB Old National 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 and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (Ce.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) has undergone troubled debt restructuringeach asset of Old National or any of its Subsidiaries that, as of April 30, 2021, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Old National, each Loan of Old National and its Subsidiaries (Di) is entirely evidenced by notes, agreements or predominantly unsecured other evidences of indebtedness that are true, genuine and what they purport to be, (an “Unsecured Loan”)ii) to the extent carried on the books and records of Old National and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would notnot reasonably be expected, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYBOld National, each outstanding Loan of KTYB and the KTYB Old National or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of KTYB Old National and the KTYB its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which KTYB or any of the KTYB Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contains any obligation to repurchase the Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities). (e) There are no outstanding Loans made by KTYB or any of the KTYB Subsidiaries to any “executive officer” or other “insider” (as each term is defined in Regulation O promulgated by the FRB) of KTYB or the KTYB Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (f) Neither KTYB nor any of the KTYB Subsidiaries is (i) now nor has it ever been since January 1, 2018, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation of the foregoing, KTYB and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the KTYB Disclosure Schedule lists (i) each Loan of KTYB or any KTYB Subsidiary as of the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of KTYB and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as of the date of this Agreement (including all outstanding amounts and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemic.

Loan Portfolio. (a) The allowance for loan and lease losses As of the date hereof, except as reflected set forth in Section 4.21(a) of the KTYB Reports wasTimberland Disclosure Schedule, neither Timberland nor Timberland Bank is a party to any Loan in the reasonable opinion of KTYB’s managementwhich Timberland or Timberland Bank is a creditor which, (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those datesMarch 31, 2018, was over ninety (ii90) consistent days or more delinquent in payment of principal or interest. Set forth in Section 4.21(a) of the Timberland Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Timberland and Timberland Bank that, as of March 31, 2018, were classified by Timberland or Timberland Bank as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," or words of similar import, together with GAAP the principal amount of each such Loan and reasonable and sound banking practices the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (iiiB) in conformance with recommendations each asset of Timberland or Timberland Bank that, as of March 31, 2018, was classified as "Other Real Estate Owned" and comments in reports of examination in all material respectsthe book value thereof. (b) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYBTo Timberland's and Timberland Bank's knowledge, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees Loan of Timberland and interest-bearing assets) (collectively, “Loans”) of KTYB and the KTYB Subsidiaries Timberland Bank (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB and the KTYB Subsidiaries Timberland or Timberland Bank as a secured Loan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Section 3.25(b) of the KTYB Disclosure Schedule lists each Loan that has as of the date hereof an outstanding balance of $250,000 or more and that (A) is over 90 days or more delinquent in payment of principal or interest, (B) is classified by KTYB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, (C) has undergone troubled debt restructuring, or (D) is entirely or predominantly unsecured (an “Unsecured Loan”)Exception. (c) Except as would not, either individually or in To the aggregate, reasonably be expected to have a Material Adverse Effect on KTYBknowledge of Timberland and Timberland Bank, each outstanding Loan of KTYB and the KTYB Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered andand/or serviced by Timberland or Timberland Bank was originated, where applicableadministered and/or serviced, servicedby Timberland or Timberland Bank, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of KTYB and the KTYB Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) Timberland or Timberland Bank and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which KTYB Timberland or any of the KTYB Subsidiaries Timberland Bank has sold Loans or pools of Loans, Loans or participations in Loans or pools of Loans, contains any obligation to repurchase the such Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities)any such Loan. (e) There are no outstanding Loans made by KTYB Timberland or any of the KTYB Subsidiaries Timberland Bank to any “"executive officer” " or other “"insider” " (as each such term is defined in Regulation O promulgated by the FRBFederal Reserve Board) of KTYB Timberland or the KTYB SubsidiariesTimberland Bank, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (f) Neither KTYB Timberland nor any of the KTYB Subsidiaries Timberland Bank is (i) now nor has it ever been since January 1, 2018, 2014 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation of the foregoing, KTYB and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the KTYB Disclosure Schedule lists (i) each Loan of KTYB or any KTYB Subsidiary as of the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of KTYB and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as of the date of this Agreement (including all outstanding amounts and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemic.

Loan Portfolio. (a) The allowance for loan and lease losses As of the date hereof, except as reflected set forth in Section 3.28(a) of the KTYB Reports wasTammcorp Disclosure Schedule, in the reasonable opinion neither Tammcorp nor any of KTYB’s management, its Subsidiaries is a party to any written or oral (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (ii) consistent with GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of examination in all material respects. (b) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “"Loans”") in which Tammcorp or any Subsidiary of Tammcorp is a creditor which, as of September 30, 2016, was over ninety days or more delinquent in payment of principal or interest, or (ii) Loans with any director or executive officer of Tammcorp or any of its Subsidiaries, or holder of 5% or more of the outstanding Tammcorp Common Stock or Series A Preferred Stock, or to the knowledge of Tammcorp, any affiliate of any of the foregoing. Set forth in Section 3.28(a) of KTYB the Tammcorp Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Tammcorp and its Subsidiaries that, as of November 30, 2016, were classified by Tammcorp as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the KTYB identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Tammcorp or any of its Subsidiaries that, as of November 30, 2016, was classified as "Other Real Estate Owned" and the book value thereof. (b) To Tammcorp's knowledge, each Loan of Tammcorp and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB Tammcorp and the KTYB its Subsidiaries as a secured LoanLoans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Section 3.25(b) Exception; provided, however, that Tammcorp makes no representation regarding the collectability of the KTYB Disclosure Schedule lists each Loan that has as of the date hereof an outstanding balance of $250,000 or more and that (A) is over 90 days or more delinquent in payment of principal or interest, (B) is classified by KTYB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, (C) has undergone troubled debt restructuring, or (D) is entirely or predominantly unsecured (an “Unsecured any such Loan”). (c) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each Each outstanding Loan of KTYB and the KTYB Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered andand/or serviced by Tammcorp or any of its Subsidiaries was originated, where applicableadministered and/or serviced, servicedby Tammcorp or a Tammcorp Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of KTYB Tammcorp and the KTYB its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and in all material respects with all applicable federal, state and local laws, regulations and rules. (d) With respect to Loans serviced by Tammcorp or any of its Subsidiaries on behalf of others: (i) such Loans have been serviced and administered in accordance with all applicable guidelines, relevant laws and investor requirements, (ii) except as set forth in Section 3.28(d) of the Tammcorp Disclosure Schedule, there have been no repurchases of any such Loans or losses incurred with respect to any such Loans during the past two years, and (iii) the fair value of the mortgage servicing rights associated with such Loans in the Tammcorp Financial Statements is reflected net of an adequate reserve for future loss exposure of Tammcorp and its Subsidiaries relating to such Loans. (e) None of the agreements pursuant to which KTYB Tammcorp or any of the KTYB its Subsidiaries has sold Loans or pools of Loans, Loans or participations in Loans or pools of Loans, contains any obligation to repurchase the such Loans or interests therein solely on account of a payment default by the obligor on any such Loan after the Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities)expiration of six months from the date of sale. (ef) There are no outstanding Loans made by KTYB Tammcorp or any of the KTYB its Subsidiaries to any “"executive officer” " or other “"insider” " (as each such term is defined in Regulation O promulgated by the FRBFederal Reserve Board) of KTYB Tammcorp or the KTYB its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (fg) Neither KTYB Tammcorp nor any of the KTYB its Subsidiaries is (i) now nor has it ever been since January 1, 20182013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation of the foregoing, KTYB and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the KTYB Disclosure Schedule lists (i) each Loan of KTYB or any KTYB Subsidiary as of the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of KTYB and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as of the date of this Agreement (including all outstanding amounts and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemic.

Loan Portfolio. (a) The allowance for loan and lease losses As of the date hereof, except as reflected set forth in Section 3.27(a) of the KTYB Reports wasSeller Disclosure Schedule, in the reasonable opinion neither Seller nor any of KTYB’s management, its Subsidiaries is a party to any written or oral (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (ii) consistent with GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of examination in all material respects. (b) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Seller or any Subsidiary of KTYB and the KTYB Subsidiaries (i) Seller is evidenced by notes, agreements or other evidences of indebtedness a creditor that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB and the KTYB Subsidiaries as a secured Loan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Section 3.25(b) of the KTYB Disclosure Schedule lists each Loan that has as of the date hereof July 31, 2016, had an outstanding balance of $250,000 100,000 or more and that (A) is under the terms of which the obligor was, as of July 31, 2016, over 90 days or more delinquent in payment of principal or interest, or (Bii) is Loans with any director, executive officer or 5% or greater shareholder of Seller or any of its Subsidiaries, or to the knowledge of Seller, any affiliate of any of the foregoing. Section 3.27(a) of the Seller Disclosure Schedule sets forth a true, correct and complete list of all of the Loans of Seller and its Subsidiaries that, as of July 31, 2016, had an outstanding balance of $100,000 or more and were classified by KTYB Seller as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on all such Loans as of July 31, 2016. (Cb) has undergone troubled debt restructuring, or Each Loan of Seller and its Subsidiaries (Di) is entirely evidenced by notes, agreements or predominantly unsecured other evidences of indebtedness that are true, genuine and what they purport to be, (an “Unsecured Loan”)ii) to the extent carried on the books and records of Seller and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, Liens or encumbrances, as applicable, that have been and remain perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions; provided, however, that it shall not be considered a breach of this representation and warranty if any Loan of less than $100,000 does not comply with the forgoing representations or if Loans in the aggregate of less than $500,000 do not comply with the forgoing representations. (c) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each Each outstanding Loan of KTYB Seller and the KTYB its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of KTYB Seller and the KTYB its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules; provided, however, that it shall not be considered a breach of this representation and warranty if any Loan of less than $100,000 does not comply with the forgoing representations or if Loans in the aggregate of less than $500,000 do not comply with the forgoing representations. (d) None of the agreements pursuant to which KTYB Seller or any of the KTYB its Subsidiaries has sold Loans or pools of Loans, Loans or participations in Loans or pools of Loans, Loans contains any obligation to repurchase the such Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment defaults repurchase obligations arising upon breach of representations, warranties, covenants and other than mortgage Loans sold to government sponsored entities)obligations of Seller or its Subsidiaries, as applicable, all of which are usual and customary in their scope and nature. (e) There are no outstanding Loans made by KTYB Seller or any of the KTYB its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the FRBFederal Reserve Board) of KTYB Seller or the KTYB its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (f) Neither KTYB Seller nor any of the KTYB its Subsidiaries is (i) now nor has it ever been since January 1June 30, 20182013, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation As to each Loan that is secured, whether in whole or in part, by a guaranty of the foregoingUnited States Small Business Administration or any other Governmental Authority, KTYB such guaranty is in full force and effect, Seller has not been notified of any possible modification or revocation of any such guaranty, and to Seller’s knowledge, such guaranty will remain in full force and effect following the Closing Date, in each case, without any further action by Seller or any of its Subsidiaries have complied in all material respects with and are not in material default or violation subject to the fulfillment of their obligations under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the KTYB Disclosure Schedule lists (i) each Loan of KTYB or any KTYB Subsidiary as of Small Business Administration Agreement that arise after the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of KTYB and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as of the date of this Agreement (including all outstanding amounts and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemichereof.

Loan Portfolio. (a) The allowance for loan and lease losses GB&T has made available to SunTrust a listing, as reflected in of September 30, 2007, of the KTYB Reports was, in the reasonable opinion of KTYB’s management, following: (i) adequate to meet all reasonably anticipated loan and lease losseseach borrower, net of recoveries related to loans previously charged off as of those datescustomer or other party which has notified GB&T or its Subsidiaries during the past 12 months of, or has asserted against GB&T or its Subsidiaries, in each case in writing, any "lender liability" or similar claim; (ii) consistent (A) the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements and interest-bearing assets) payable to GB&T or its Subsidiaries (each, a "Loan" and collectively, the "Loans"), other than "nonaccrual" Loans, (B) the aggregate outstanding principal amount of all "nonaccrual" Loans, (C) a summary of all Loans designated as of such date by either GB&T, its accountants (whether internal or external) or its auditors (whether internal or external) as "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Watch List" or words of similar import, including the aggregate principal amount of such Loans and the amount of specific reserves with GAAP respect to all such Loans, (D) any Loan where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loan is less than 90 days past due, (E) any Loan where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower's ability to pay and reasonable and sound banking practices (F) any Loan where a specific reserve allocation exists in connection therewith; and (iii) all other assets classified by GB&T or its Subsidiaries as real estate acquired through foreclosure or in conformance with recommendations lieu of foreclosure, including in-substance foreclosures, and comments all other assets currently held that were acquired through foreclosure or in reports lieu of examination in all material respects. foreclosure. Since September 30, 2007, no Loans have been designated by either GB&T, its accountants (bwhether internal or external) Except or its auditors (whether internal or external) as would not"Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Watch List" or words of similar import, either except for such Loans that, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect on KTYB, each loan, loan agreement, note or borrowing arrangement GB&T. (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsb) (collectively, “Loans”) of KTYB and the KTYB Subsidiaries Each Loan (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB and the KTYB Subsidiaries as a secured Loansecured, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens Liens in favor of GB&T or encumbrances, as applicable, which its Subsidiaries that have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Loans originated by GB&T or its Subsidiaries, and all such Loans purchased by GB&T or its Subsidiaries, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and on the Enforceability Exceptions. Section 3.25(b) Closing Date will be, free and clear of any Lien, and GB&T or its Subsidiaries have complied in all material respects, and on the KTYB Disclosure Schedule lists each Loan that has as of the date hereof an outstanding balance of $250,000 or more Closing Date will have complied in all material respects, with all laws and that (A) is over 90 days or more delinquent in payment of principal or interest, (B) is classified by KTYB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned regulations relating to such Loans,” “Watch List” or words of similar import, (C) has undergone troubled debt restructuring, or (D) is entirely or predominantly unsecured (an “Unsecured Loan”). (c) Except as would not, either individually disclosed in the GB&T SEC Reports or in the aggregatefinancial statements of GB&T and its Subsidiaries for the fiscal quarter ended September 30, reasonably be expected 2007 that have been provided to have a Material Adverse Effect on KTYBSunTrust, each outstanding Loan of KTYB and the KTYB Subsidiaries (including Loans held for resale to investors) was solicited and originatedsince December 31, and is and has been administered and2006, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of KTYB and the KTYB Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which KTYB or any of the KTYB Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contains any obligation to repurchase the Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities). (e) There are no outstanding Loans made by KTYB or any of the KTYB Subsidiaries to any “executive officer” or other “insider” (as each term is defined in Regulation O promulgated by the FRB) of KTYB or the KTYB Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (f) Neither KTYB neither GB&T nor any of its Subsidiaries has incurred any unusual or extraordinary loan losses which are material to GB&T and its Subsidiaries on a consolidated basis; to GB&T's knowledge and in light of their historical loan loss experiences and their managements' analyses of the KTYB Subsidiaries is (i) now nor has it ever been since January 1quality and performance of their loan portfolios, 2018as of September 30, subject 2007, their reserves for loan losses are adequate to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any absorb potential loan purchase commitment from, any Governmental Entity or Regulatory Agency relating losses determined on the basis of management of GB&T and its Subsidiaries' continuing review and evaluation of the loan portfolio and their judgment as to the origination, sale or servicing impact of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any personeconomic conditions on the portfolio. (g) Without limitation of the foregoing, KTYB and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the KTYB Disclosure Schedule lists (i) each Loan of KTYB or any KTYB Subsidiary as of the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of KTYB and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as of the date of this Agreement (including all outstanding amounts and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemic.

Loan Portfolio. (a) The allowance for loan and lease losses 5.25.1. Berkshire Bank has made available to NCB a listing, as reflected in of July 31, 2010, of the KTYB Reports was, in the reasonable opinion of KTYB’s management, following: (i) adequate to meet all reasonably anticipated loan and lease losseseach borrower, net of recoveries related to loans previously charged off as of those datescustomer or other party which has notified Berkshire Bank during the past 12 months of, or has asserted against Berkshire Bank, in each case in writing, any “lender liability” or similar claim; (ii) consistent (A) the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements and interest-bearing assets) payable to Berkshire Bank (each, a “Loan” and collectively, the “Loans”), other than “nonaccrual” Loans, (B) the aggregate outstanding principal amount of all “nonaccrual” Loans, (C) a summary of all Loans designated as of such date by either Berkshire Bank or Berkshire Bancorp, its accountants (whether internal or external) or its auditors (whether internal or external) as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List” or words of similar import, including the aggregate principal amount of such Loans and the amount of specific reserves with GAAP respect to all such Loans, (D) any Loan where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loan is less than 90 days past due, (E) any Loan where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay and reasonable and sound banking practices (F) any Loan where a specific reserve allocation exists in connection therewith; and (iii) all other assets classified by Berkshire Bank as real estate acquired through foreclosure or in conformance with recommendations lieu of foreclosure, including in-substance foreclosures, and comments all other assets currently held that were acquired through foreclosure or in reports lieu of examination in all material respects. foreclosure. Since July 31, 2010, no Loans have been designated by either Berkshire Bank or Berkshire Bancorp, its accountants (bwhether internal or external) Except or its auditors (whether internal or external) as would not“Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List” or words of similar import, either except for such Loans that, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect on KTYB, each loan, loan agreement, note Berkshire Bank or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) of KTYB and the KTYB Subsidiaries Berkshire Bancorp. 5.25.2. Each Loan (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB and the KTYB Subsidiaries as a secured Loansecured, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which Liens in favor of Berkshire Bank that have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to the Enforceability Exceptionsgeneral principles of equity). Section 3.25(b) of the KTYB Disclosure Schedule lists each Loan that has as of the date hereof an outstanding balance of $250,000 or more and that (A) is over 90 days or more delinquent in payment of principal or interest, (B) is classified All Loans originated by KTYB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, (C) has undergone troubled debt restructuring, or (D) is entirely or predominantly unsecured (an “Unsecured Loan”). (c) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each outstanding Loan of KTYB and the KTYB Subsidiaries (including Loans held for resale to investors) was solicited and originatedBerkshire Bank, and is all such Loans purchased by Berkshire Bank, were made or purchased in accordance with customary lending standards. All such Loans (and has been administered and, where applicable, servicedany related guarantees) and payments due thereunder are, and on the relevant Loan files are being maintainedClosing Date will be, free and clear of any Lien, and Berkshire Bank has complied in all material respects in accordance with the relevant notes or other credit or security documentsrespects, the written underwriting standards of KTYB and the KTYB Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which KTYB or any of the KTYB Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contains any obligation to repurchase the Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities). (e) There are no outstanding Loans made by KTYB or any of the KTYB Subsidiaries to any “executive officer” or other “insider” (as each term is defined in Regulation O promulgated by the FRB) of KTYB or the KTYB Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (f) Neither KTYB nor any of the KTYB Subsidiaries is (i) now nor has it ever been since January 1, 2018, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation of the foregoing, KTYB and each of its Subsidiaries Closing Date will have complied in all material respects respects, with all laws and regulations relating to such Loans. 5.25.3. Except as disclosed in the financial statements of Berkshire Bancorp at and for the seven-month period ended July 31, 2010 that have been provided to NCB, since December 31, 2009, neither Berkshire Bank nor Berkshire Bancorp has incurred any unusual or extraordinary loan losses which are not material to Berkshire Bank or Berkshire Bancorp; to Berkshire Bancorp and Berkshire Bank’s knowledge and in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline light of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) its historical loan loss experiences and its managements’ analyses of the KTYB Disclosure Schedule lists (i) each Loan quality and performance of KTYB or any KTYB Subsidiary its loan portfolios, as of July 31, 2010, its reserves for loan losses are adequate to absorb potential loan losses determined on the date basis of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, management of Berkshire Bancorp and (ii) each Loan of KTYB Berkshire Bank’s continuing review and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as evaluation of the date of this Agreement (including all outstanding amounts loan portfolio and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, their judgment as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemicimpact of economic conditions on the portfolio.

Loan Portfolio. (a) The allowance for loan and lease losses As of the date hereof, except as reflected set forth in the KTYB Reports wasSchedule 4.24(a), in the reasonable opinion neither Riverview Financial nor any of KTYB’s management, its Subsidiaries is a party to any written or oral (i) adequate to meet all reasonably anticipated loan and lease losses, net Loan in which Riverview Financial or any Subsidiary of recoveries related to loans previously charged off as of those dates, (ii) consistent with GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of examination in all material respects. (b) Except as would not, either individually or in the aggregate, reasonably be expected to have Riverview Financial is a Material Adverse Effect on KTYB, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) of KTYB and the KTYB Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of KTYB and the KTYB Subsidiaries as a secured Loan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, creditor which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Section 3.25(b) of the KTYB Disclosure Schedule lists each Loan that has as of the end of the last full month prior to the date hereof of this Agreement, had an outstanding balance of $250,000 100,000 or more and that (A) is under the terms of which the obligor was, as of the end of the last full month prior to the date of this Agreement, over 90 days or more delinquent in payment of principal or interest, or (Bii) is Loans with any director, executive officer or principal shareholder of Riverview Financial or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Except as such disclosure may be limited by any applicable law, rule or regulation, Schedule 4.24(a) sets forth a true, correct and complete list of all of the Loans of Riverview Financial and its Subsidiaries that, as of the end of the last full month prior to the date of this Agreement had an outstanding balance of $25,000 or more and were classified by KTYB Riverview Financial as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date. (Cb) has undergone troubled debt restructuringExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Riverview Financial, each outstanding Loan of Riverview Financial and its Subsidiaries (Di) is entirely evidenced by notes, agreements or predominantly unsecured other evidences of indebtedness that are true, genuine and what they purport to be, (an “Unsecured Loan”)ii) to the extent carried on the books and records of Riverview Financial and its Subsidiaries as secured Loans, has been secured by valid Liens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. (c) Except as would notnot reasonably be likely to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYBRiverview Financial, each outstanding Loan of KTYB Riverview Financial and the KTYB its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of KTYB Riverview Financial and the KTYB its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which KTYB Riverview Financial or any of the KTYB its Subsidiaries has sold Loans or pools of Loans, Loans or participations in Loans or pools of Loans, Loans contains any obligation to repurchase the such Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities)any such Loan. (e) There are no outstanding Loans made by KTYB Riverview Financial or any of the KTYB its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the FRBFederal Reserve Board) of KTYB Riverview Financial or the KTYB its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the KTYB Disclosure Schedule. (f) Neither KTYB Riverview Financial nor any of the KTYB its Subsidiaries is (i) now nor has it ever been since January 1December 31, 20182013, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation of the foregoing, KTYB and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the KTYB Disclosure Schedule lists (i) each Loan of KTYB or any KTYB Subsidiary as of the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of KTYB and the KTYB Subsidiaries that is subject to payment deferral or otherwise has undergone troubled debt restructuring under the CARES Act as of the date of this Agreement (including all outstanding amounts and the expiration date for any deferral or other modification) (each Loan referred to in (ii) a "CARES Act Modified Loan"). For purposes of this Agreement, "CARES Act" means, collectively, the Coronavirus Aid, Relief, and Economic Security Act, as amended, any extension thereof, and any other economic stimulus or other laws, rules, and regulations related to the Pandemic.