Common use of Loan Portfolio Clause in Contracts

Loan Portfolio. 5.16.1 The allowance for loan losses reflected in CUB’s audited balance sheet at December 31, 2010 was, and the allowance for loan losses shown on the balance sheets in CUB’s Securities Documents for periods ending after December 31, 2010 was or will be, as the case may be, adequate, as of the dates thereof, under GAAP and applicable regulatory requirements. 5.16.2 Except as set forth on CUB Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination of a loan or potential borrower. CUB Disclosure Schedule 5.16.2(b) sets forth a listing, as of the most recently available date, by account, of (x) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “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 obligor thereunder, or (4) where a specific reserve allocation exists in connection therewith, and (y) all assets classified by CUB as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 5.16.3 All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp and CUB arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUB’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU Bancorp, the loans, discounts and the accrued interest reflected on the books of CU Bancorp and CUB are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by CUB free and clear of any liens. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 5.13.1. The allowance for loan losses reflected in CUBCape Savings’s audited balance sheet consolidated statement of financial condition at December 31, 2010 2006 was, and the allowance for loan losses shown on the balance sheets in CUB’s Securities Documents Cape Savings’ Financial Statements for periods ending after December 31, 2010 was or 2006 will be, as the case may be, adequate, as of the dates thereof, under GAAP and applicable regulatory requirementsGAAP. 5.16.2 Except as set forth on CUB Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination of a loan or potential borrower5.13.2. CUB Disclosure Schedule 5.16.2(b) CAPE BANCORP DISCLOSURE SCHEDULE 5.13 sets forth a listing, as of the most recently available dateJune 30, by account2007, all loans of (x) all loansCape Savings and any Cape Savings Subsidiary, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan Loan and the identity of the obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, ; and (y) all assets classified by CUB of Cape Savings and any Cape Savings Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. DISCLOSURE SCHEDULE 5.13 may exclude any individual loan with a principal outstanding balance of less than $25,000, provided that DISCLOSURE SCHEDULE 5.13 includes, for each category described, the aggregate amount of individual loans with a principal outstanding balance of less than $25,000 that has been excluded. 5.16.3 5.13.3. All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp Cape Savings and CUB each Cape Savings Subsidiary arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUB’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU Cape Bancorp, the loans, discounts and the accrued interest reflected on the books of CU Bancorp Cape Savings and CUB the Cape Savings Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All Except for loans pledged for collateral for FHLB borrowings or government deposits, all such loans are owned by CUB Cape Savings or the appropriate Cape Savings Subsidiary free and clear of any liens. 5.16.4 5.13.4. The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 5.14.1. The allowance for loan losses reflected in CUBPFS’s audited balance sheet consolidated statement of condition at December 31, 2010 2002 was, and the allowance for loan losses shown on the balance sheets in CUBPFS’s Securities Documents for periods ending after December 31, 2010 was 2002 were or will be, as the case may be, adequate, as of the dates thereof, under GAAP and applicable regulatory requirementsGAAP. 5.16.2 Except as set forth on CUB Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination of a loan or potential borrower5.14.2. CUB Disclosure Schedule 5.16.2(b) PFS DISCLOSURE SCHEDULE 5.14.2 sets forth a listing, as of the most recently available date, by account, all loans of (x) all loans, PFS and any PFS Subsidiary (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned,” ”, “Special Mention,” ”, “Substandard,” ”, “Doubtful,” ”, “Loss,” ”, “Classified,” ”, “Criticized,” ”, “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan Loan and the identity of the obligor thereunder, (4) 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 loans are less than 90 days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, ; and (y) all assets classified by CUB PFS or any PFS Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. DISCLOSURE SCHEDULE 5.14.2 may exclude any individual loan with a principal outstanding balance of less than $100,000. 5.16.3 All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp and CUB arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUB’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU Bancorp, the loans, discounts and the accrued interest reflected on the books of CU Bancorp and CUB are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by CUB free and clear of any liens. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 5.13.1. The allowance for loan possible losses reflected in CUB’s Provident Bancorp's audited balance sheet statement of condition at December 31September 30, 2010 2002 was, and the allowance for loan possible losses shown on the balance sheets in CUB’s Provident Bancorp's Securities Documents for periods ending after December 31September 30, 2010 was or 2002 will be, as the case may be, adequate, as of the dates thereof, under GAAP and applicable regulatory requirementsGAAP. 5.16.2 Except as set forth on CUB Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination of a loan or potential borrower5.13.2. CUB Disclosure Schedule 5.16.2(b) PROVIDENT BANCORP DISCLOSURE SCHEDULE 5.13 sets forth a listing, as of the most recently available dateMay 31, by account2003, all loans of (x) all loansProvident Bancorp and any Provident Bancorp Subsidiary, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “"Other Loans Specially Mentioned,” “", "Special Mention,” “", "Substandard,” “", "Doubtful,” “", "Loss,” “", "Classified,” “", "Criticized,” “", "Watch list” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan Loan and the identity of the obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, ; and (y) all assets classified by CUB of Provident Bancorp and any Provident Bancorp Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. DISCLOSURE SCHEDULE 5.13 may exclude any individual loan with a principal outstanding balance of less than $50,000. 5.16.3 All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp and CUB arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUB’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU Bancorp, the loans, discounts and the accrued interest reflected on the books of CU Bancorp and CUB are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by CUB free and clear of any liens. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 4.16.1 The allowance for loan losses reflected in CUBPSBK’s audited unaudited balance sheet at December 31, 2010 2011 was, and the allowance for loan losses shown on the balance sheets in CUB’s Securities Documents for periods ending after December 31, 2010 2011 was or will be, as the case may be, adequate, as of the dates thereof, under GAAP and applicable regulatory requirementsrequirements and calculated consistent with past practice. 5.16.2 4.16.2 Except as set forth on CUB PSBK Disclosure Schedule 5.16.2(a4.16.2(a), CU Bancorp PSBK has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU BancorpPSBK’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB PSBK relating to any withdrawn loan commitment, termination of a loan or potential borrower. CUB PSBK Disclosure Schedule 5.16.2(b4.16.2(b) sets forth a listing, as of the most recently available date, by account, of (x) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “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 obligor thereunder, or (4) where a specific reserve allocation exists in connection therewith, and (y) all assets classified by CUB PSBK as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 5.16.3 4.16.3 All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp and CUB PSBK arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUBPSBK’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU BancorpPSBK, the loans, discounts and the accrued interest reflected on the books of CU Bancorp and CUB PSBK are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by CUB PSBK free and clear of any liens.. Table of Contents 5.16.4 4.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 4.22.1 The allowance for loan possible losses reflected in CUBSSE’s audited balance sheet at December 31consolidated statement of financial condition contained in the SSE Financial Statements dated September 30, 2010 2012 was, and the allowance for loan possible losses shown on the balance sheets in CUBSSE’s Securities Documents Regulatory Filings for periods ending dates after December 31September 30, 2010 was or 2012 will be, as the case may be, adequatecalculated in all material respects, as of the dates thereof, under GAAP and applicable regulatory requirementsin accordance with GAAP. 5.16.2 Except as set forth on CUB 4.22.2 Section 4.22.2 of the SSE Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination of a loan or potential borrower. CUB Disclosure Schedule 5.16.2(b) sets forth a listing, as of the most recently available dateSeptember 30, 2012 by account, of of: (xA) all loans, (1) that are contractually past due 90 ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned,Impaired” (as contemplated under FAS 114), “Special Mention,” ”, “Substandard,” ”, “Doubtful,” ”, “Loss,” ”, “Classified,” ”, “Criticized,” ”, “Watch list” 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 obligor thereunder, (4) 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 loans are less than ninety (90) days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, and (yB) all assets classified by CUB SSE as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 5.16.3 4.22.3 All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp SSE and CUB the SSE Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUBSSE’s or the SSE Subsidiaries’ respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are are, in all material respects, valid, true and genuine and are what they purport to be, except as set forth in Section 4.22.3 of the SSE Disclosure Schedule. To the Knowledge of CU Bancorp, the The loans, discounts and the accrued interest reflected on the books of CU Bancorp SSE and CUB the appropriate SSE Subsidiaries are to the Knowledge of SSE subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All Except as set forth in Section 4.22.3 of the SSE Disclosure Schedule, all such loans are owned by CUB SSE or the appropriate SSE Subsidiaries free and clear of any liens. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all 4.22.4 All pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto to all notes or other evidences of indebtedness referred to in Section 4.22.3 are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 4.22.1 The allowance for loan possible losses reflected in CUBthe Company’s audited balance sheet at December consolidated statement of financial condition contained in the Company Financial Statements dated March 31, 2010 2015 was, and the allowance for loan possible losses shown on the balance sheets in CUBthe Company’s Securities Documents Regulatory Filings for periods ending dates after December March 31, 2010 was or 2015 will be, as the case may be, adequatecalculated in all material respects, as of the dates thereof, under GAAP and applicable regulatory requirementsin accordance with GAAP. 5.16.2 Except as set forth on CUB 4.22.2 Section 4.22.2 of the Company Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination of a loan or potential borrower. CUB Disclosure Schedule 5.16.2(b) sets forth a listing, as of the most recently available dateMarch 31, 2015 by account, of of: (xA) all loans, (1) that are contractually past due 90 ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned,Impaired” (as contemplated under FAS 114), “Special Mention,” ”, “Substandard,” ”, “Doubtful,” ”, “Loss,” ”, “Classified,” ”, “Criticized,” ”, “Watch list” 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 obligor thereunder, (4) 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 loans are less than ninety (90) days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, and (yB) all assets classified by CUB the Company as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 5.16.3 4.22.3 All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp the Company and CUB the Company Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUBthe Company’s or the Company Subsidiaries’ respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are are, in all material respects, valid, true and genuine and are what they purport to be, except as set forth in Section 4.22.3 of the Company Disclosure Schedule. To the Knowledge of CU Bancorp, the The loans, discounts and the accrued interest reflected on the books of CU Bancorp the Company and CUB the appropriate Company Subsidiaries are to the Knowledge of the Company subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All Except as set forth in Section 4.22.3 of the Company Disclosure Schedule, all such loans are owned by CUB the Company or the appropriate Company Subsidiaries free and clear of any liens. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all 4.22.4 All pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto to all notes or other evidences of indebtedness referred to in Section 4.22.3 are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 5.14.1. The allowance for loan losses reflected in CUB’s Brookline Bancorp's audited balance sheet consolidated statement of condition at December 31, 2010 2003 was, and the allowance for loan losses shown on the balance sheets in CUB’s Brookline Bancorp's Securities Documents for periods ending after December 31, 2010 was 2003 were or will be, as the case may be, adequate, as of the dates thereof, under GAAP and applicable regulatory requirementsGAAP. 5.16.2 Except as set forth on CUB Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination of a loan or potential borrower5.14.2. CUB Disclosure Schedule 5.16.2(b) BROOKLINE BANCORP DISCLOSURE SCHEDULE 5.14.2 sets forth a listing, as of the most recently available date, by account, all loans of (x) all loans, Brookline Bancorp and any Brookline Bancorp Subsidiary (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “"Other Loans Specially Mentioned,” “", "Special Mention,” “", "Substandard,” “", "Doubtful,” “", "Loss,” “", "Classified,” “", "Criticized,” “", "Watch list” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan Loan and the identity of the obligor thereunder, (4) 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 loans are less than 90 days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, ; and (y) all assets classified by CUB Brookline Bancorp or any Brookline Bancorp Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. DISCLOSURE SCHEDULE 5.14.2 may exclude any individual loan with a principal outstanding balance of less than $100,000. 5.16.3 All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp and CUB arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUB’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU Bancorp, the loans, discounts and the accrued interest reflected on the books of CU Bancorp and CUB are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by CUB free and clear of any liens. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 5.14.1. The allowance for loan credit losses reflected in CUB’s FNFG's audited balance sheet statement of condition at December 31, 2010 2002 was, and the allowance for loan credit losses shown on the balance sheets in CUB’s FNFG's Securities Documents for periods ending after December 31, 2010 was or 2002 will be, as the case may be, adequate, as of the dates thereof, under GAAP and applicable regulatory requirementsGAAP. 5.16.2 Except as set forth on CUB Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination of a loan or potential borrower5.14.2. CUB Disclosure Schedule 5.16.2(b) FNFG DISCLOSURE SCHEDULE 5.14 sets forth a listing, as of the most recently available datedate (and in no event later than March 31, by account2003), all loans of (x) all loansFNFG and any FNFG Subsidiary, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “"Other Loans Specially Mentioned,” “", "Special Mention,” “", "Substandard,” “", "Doubtful,” “", "Loss,” “", "Classified,” “", "Criticized,” “", "Watch list” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan Loan and the identity of the obligor thereunder, (4) 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 loans are less than 90 days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, ; and (y) all assets classified by CUB of FNFG and any FNFG Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. DISCLOSURE SCHEDULE 5.14 may exclude any individual loan with a principal outstanding balance of less than $100,000. 5.16.3 All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp and CUB arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUB’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU Bancorp, the loans, discounts and the accrued interest reflected on the books of CU Bancorp and CUB are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by CUB free and clear of any liens. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 4.22.1 The allowance for loan possible losses reflected in CUB’s Connecticut Bancshares’ audited balance sheet at consolidated statement of financial condition contained in the Connecticut Bancshares Financial Statements dated December 31, 2010 2002 was, and the allowance for loan possible losses shown on the balance sheets in CUB’s Connecticut Bancshares’ Securities Documents for periods ending dates after December 31, 2010 was or 2002 will be, as the case may be, adequateadequate in all material respects, as of the dates thereof, under GAAP and applicable regulatory requirementsGAAP. 5.16.2 Except as set forth on CUB 4.22.2 Section 4.22.2 of the Connecticut Bancshares Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination of a loan or potential borrower. CUB Disclosure Schedule 5.16.2(b) sets forth a listing, as of the most recently available dateJune 30, 2003, by account, of of: (xA) all loans, (1) that are contractually past due 90 ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Impaired” (as contemplated under FAS 114), “Other Loans Specially Mentioned,” ”, “Special Mention,” ”, “Substandard,” ”, “Doubtful,” ”, “Loss,” ”, “Classified,” ”, “Criticized,” ”, “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 obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than ninety (90) days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, and (yB) all assets classified by CUB Connecticut Bancshares or any Connecticut Bancshares Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 5.16.3 All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp and CUB arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUB’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU Bancorp, the loans, discounts and the accrued interest reflected on the books of CU Bancorp and CUB are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by CUB free and clear of any liens. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 4.22.1 The allowance for loan possible losses reflected in CUBCBI’s audited balance sheet at consolidated statement of financial condition contained in the CBI Financial Statements dated December 31, 2010 2004 was, and the allowance for loan possible losses shown on the balance sheets in CUBCBI’s Securities Documents for periods ending after December 31, 2010 was or 2004 were and will be, as the case may be, adequate, as of the dates thereof, under in accordance with GAAP and applicable regulatory requirementsconsistent with CBI’s past practices. 5.16.2 Except as set forth on CUB Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination 4.22.2 Section 4.22.2 of a loan or potential borrower. CUB Disclosure Schedule 5.16.2(b) the CBI DISCLOSURE SCHEDULE sets forth a listing, as of five (5) Business Days prior to the most recently available datedate of this Agreement, by account, of of: (xA) all loans, (1) that are contractually past due 90 ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Impaired” (as contemplated under FAS 114), “Other Loans Specially Mentioned,” ”, “Special Mention,” ”, “Substandard,” ”, “Doubtful,” ”, “Loss,” ”, “Classified,” ”, “Criticized,” ”, “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 obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than ninety (90) days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, and (yB) all assets classified by CUB CBI or any CBI Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 5.16.3 All loans receivable (including discounts) and accrued interest entered on . Section 4.22.2 of the books of CU Bancorp and CUB arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in CBI DISCLOSURE SCHEDULE may exclude the ordinary course of CUB’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU Bancorp, the loans, discounts and the accrued interest reflected on the books of CU Bancorp and CUB are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by CUB free and clear listing of any liensindividual loan with an outstanding principal balance of less than $25,000. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 5.17.1 The allowance for loan possible losses reflected in CUBNHSB’s audited balance sheet at December consolidated statement of financial condition contained in the NHSB Financial Statements dated March 31, 2010 2003 was, and the allowance for loan possible losses shown on the balance sheets in CUBNHSB’s Securities Documents for periods ending after December March 31, 2010 was or 2003 will be, as the case may be, adequate, as of the dates thereof, under in accordance with GAAP and applicable regulatory requirementsconsistent with NHSB’s past practices. 5.16.2 Except as set forth on CUB Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination 5.17.2 Section 5.17.2 of a loan or potential borrower. CUB Disclosure Schedule 5.16.2(b) the NHSB DISCLOSURE SCHEDULE sets forth a listing, as of five (5) Business Days prior to the most recently available datedate of this Agreement, by account, of of: (xA) all loans, (1) that are contractually past due 90 ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned,” Management Attention”, “Special Mention,” ”, “Substandard,” ”, “Doubtful,” ”, “Loss,” ”, “Classified,”, “Impaired” (as contemplated under FAS 114), “Criticized,” “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 obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than ninety (90) days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, and (yB) all assets classified by CUB NHSB or any NHSB Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. Section 5.17.2 of the NHSB DISCLOSURE SCHEDULE may exclude any individual loan with an outstanding principal balance of less than $25,000. 5.16.3 5.17.3 All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp NHSB and CUB the NHSB Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUBNHSB’s or the appropriate NHSB Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be, except as set forth in Section 5.17.3 of the NHSB DISCLOSURE SCHEDULE. To the Knowledge of CU Bancorp, the The loans, discounts and the accrued interest reflected on the books of CU Bancorp NHSB and CUB the NHSB Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by Back to Contents bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All Except as set forth in Section 5.17.3 of the NHSB DISCLOSURE SCHEDULE, all such loans are owned by CUB NHSB or the appropriate NHSB Subsidiary free and clear of any liens. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all 5.17.4 All pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto to the notes or other forms of indebtedness contemplated in Section 5.17.3 are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 4.22.1 The allowance for loan possible losses reflected in CUB’s CBI's audited balance sheet at consolidated statement of financial condition contained in the CBI Financial Statements dated December 31, 2010 2004 was, and the allowance for loan possible losses shown on the balance sheets in CUB’s CBI's Securities Documents for periods ending after December 31, 2010 was or 2004 were and will be, as the case may be, adequate, as of the dates thereof, under in accordance with GAAP and applicable regulatory requirementsconsistent with CBI's past practices. 5.16.2 Except as set forth on CUB Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination 4.22.2 Section 4.22.2 of a loan or potential borrower. CUB Disclosure Schedule 5.16.2(b) the CBI DISCLOSURE SCHEDULE sets forth a listing, as of five (5) Business Days prior to the most recently available datedate of this Agreement, by account, of of: (xA) all loans, (1) that are contractually past due 90 ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “"Impaired" (as contemplated under FAS 114), "Other Loans Specially Mentioned,” “", "Special Mention,” “", "Substandard,” “", "Doubtful,” “", "Loss,” “", "Classified,” “", "Criticized,” “", "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 obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than ninety (90) days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, and (yB) all assets classified by CUB CBI or any CBI Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 5.16.3 All loans receivable (including discounts) and accrued interest entered on . Section 4.22.2 of the books of CU Bancorp and CUB arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in CBI DISCLOSURE SCHEDULE may exclude the ordinary course of CUB’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU Bancorp, the loans, discounts and the accrued interest reflected on the books of CU Bancorp and CUB are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by CUB free and clear listing of any liensindividual loan with an outstanding principal balance of less than $25,000. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 (a) The allowance allowances for loan possible losses reflected in CUB’s audited the consolidated balance sheet at December 31sheets contained in the First Bell Bancorp Financials as of and for the period ending Decembex 00, 2010 was2002 were adequate under GAAP and all regulatory requirements applicable to First Bell Bancorp and Bell Federal Savings, and the allowance allowances for loan poxxxxle losses shown sxxxx on the consolidated balance sheets contained in CUB’s Securities Documents the First Bell Bancorp Financials for periods ending after December 31, 2010 was or will be, as the case may be, adequate, 2002 xxxl be adequate as of the dates thereof, thereof under GAAP and all regulatory requirements applicable regulatory requirementsto First Bell Bancorp and Bell Federal Savings. 5.16.2 Except as set forth on CUB Disclosure (b) First Bell Xxxcorp Disclosxxx Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination of a loan or potential borrower. CUB Disclosure Schedule 5.16.2(b3.15(b) sets forth a listinglistinx, as of the most recently available dateFebruary 28, 2003, by account, of of: (xA) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “"Other Loans Specially Mentioned,” “", "Special Mention,” “", "Substandard,” “", "Doubtful,” “", "Loss,” “", "Classified,” “", "Criticized,” “", "Watch list” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan Loan and the identity of the obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, and (yB) all assets classified by CUB First Bell Bancorp or Bell Federal Savings as real estate acquired through throxxx foreclosure or in xx xn lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 5.16.3 All loans receivable (including discounts) and accrued interest entered on the books of CU Bancorp and CUB arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CUB’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU Bancorp, the loans, discounts and the accrued interest reflected on the books of CU Bancorp and CUB are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by CUB free and clear of any liens. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 5.16.1 5.13.1. The allowance for loan losses reflected in CUB’s First Federal Financial's audited balance sheet consolidated statement of financial condition at December 31, 2010 2004 was, and the allowance for loan losses shown on the balance sheets in CUB’s First Federal Financial's Securities Documents for periods ending after December 31, 2010 was or 2004 will be, as the case may be, adequate, as of the dates thereof, under GAAP and applicable regulatory requirementsGAAP. 5.16.2 Except as set forth on CUB Disclosure Schedule 5.16.2(a), CU Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to CU Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or CUB relating to any withdrawn loan commitment, termination of a loan or potential borrower5.13.2. CUB Disclosure Schedule 5.16.2(b) FIRST FEDERAL FINANCIAL DISCLOSURE SCHEDULE 5.13 sets forth a listing, as of the most recently available dateDecember 31, by account2005, all loans of (x) all loansFirst Federal Financial and any First Federal Financial Subsidiary, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “"Other Loans Specially Mentioned,” “" "Special Mention,” “" "Substandard,” “" "Doubtful,” “" "Loss,” “" "Classified,” “" "Criticized,” “" "Watch list” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan Loan and the identity of the obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) 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 in accordance with such initial terms, or (46) where a specific reserve allocation exists in connection therewith, ; and (y) all assets classified by CUB of First Federal Financial and any First Federal Financial Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 5.16.3 All loans receivable (including discounts) and accrued interest entered on the books . DISCLOSURE SCHEDULE 5.13 may exclude any individual loan with a principal outstanding balance of CU Bancorp and CUB arose out of bona fide arm’s-length transactionsless than $20,000, were made provided that DISCLOSURE SCHEDULE 5.13 includes, for good and valuable consideration in the ordinary course of CUB’s business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of CU Bancorpeach category described, the loans, discounts and the accrued interest reflected on the books aggregate amount of CU Bancorp and CUB are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles individual loans with a principal outstanding balance of equity. All such loans are owned by CUB free and clear of any liensless than $20,000 that has been excluded. 5.16.4 The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.